The Web of Time
by Gforce76
Summary: At the behest of Dr. Strange, Spider-Man travels to the universe of the CEO of time to help protect the artifacts of time. There, he meets the young, adventurous Hat Kid, and together they embark on a journey to recover the time pieces, stop a multiverse disaster, and have a pecking good time while doing it.
1. A New Adventure

**Hello all. I've recently fallen in love with A Hat In Time, and seeing the lack of crossover fics, have decided to make one of my own involving my favorite superhero. A bit of a strange mix, but sometimes unexpected crossovers are the best crossovers. Anyways, this fic is partially inspired by the works of imagigamergirl, Mr. Mega1423, and Konan720 as well as several other great authors and stories. This Spider-man is based on the Edge of Time and Shattered Dimensions video games, as well as drawing from some elements from multiple different Spider-Men. Spider-Man belongs to Marvel Comics and A Hat In Time belongs to Gears for Breakfast**

* * *

Saturday mornings, the savior for workers and schoolchildren everywhere. Most would consider it a time of rest from the business of the weekdays, spending their time sleeping in, watching cartoons, and other relaxing activities.

Such a thing did not even exist in the vocabulary of your Friendly Neighborhood Spider-Man, who was furiously speeding across the rooftops of New York with a double shot of espresso, trying to understand why he was woken up at the unholy hour of 5:30 on a SATURDAY.

Peter Parker had been sleeping cozily on his girlfriend Mary Jane's couch, when a wispy green mist appeared in the form of Dr. Strange.

"SPIDER-MAN!" He yelled, causing Peter to jump off the couch and onto the ceiling.

"AGHHH!" he yelped before coming down from the ceiling to meet his visitor.

"I require you to meet me at the Sanctum Sanctorum immediately, it is a matter of upmost importance." And with that, the mist cleared, leaving Spider-Man alone once again.

Spider grunted, "Couldn't this have happened on a Monday?" He got up, made himself some coffee, and did his usual morning routine before donning his iconic red and blue suit and loading his web shooters. He made sure to leave MJ a note explaining his absensce on the counter saying **"Hey! Got called by Strange about some mystical mumbo jumbo, he said it was urgent. Be back soon!"** before signing his spider emblem at the bottom. He then jumped out the window and made his way to the Sanctum.

_What I'm the world would Doc need me for? I'm no magician!_ he thought as he gracefully landed at the doorstep of the home of Doctor Strange. Just as he was about to knock, the doors opened on their own. "You'd think I'd get used to that," he said to himself. He walked down the hallway until he found the good doctor meditating in levitation. Spidey greeted the sorcerer with a wave. "So what's happening Strange? You never make house calls, much less port into my girlfriend's home," he questioned.

The Doctor shook his head before doing archaic hand motions. In front of Spider-Man bloomed a map of the universe and further beyond."I am sure by now you are familiar with the concept of the multiverse, Spider-Man?" Asked the Sorceror Supreme. Spider-Man nodded his head, remembering the events of "Spider-Verse" and him joining forces with hundreds of Spiders across dimensions.

"Yeah, what about it?" questioned the web head.

"It is true that the multiverse encapsulates all of time and space, making anything and everything possible across multiple earths." Strange paused. "But what you may not know is that there are _multiple multiverses that exist,"_ he finished.

This surprised the web slinger. _Multiple multiverses? Isn't the point of the multiverse to make anything and everything_ _possible? Why would there be more? _e contemplated.

Dr. Strange noticed this but continued. "Our multiverse, you may have noticed, consists of universes that in one way or another share at least several similarities, whether it be me staying a surgeon, you being a Japanese robot wielding superhero, and so on and so forth. Our multiverse has at least one constant, the prevalence of us superheroes and the decisions we make (The Marvel Universe)." Spider-Man listened on, waiting for more explanation.

"Outside of our multiverse, there exists others where Tony Stark, Stephen Strange, and Peter Parker do not even exist. They have different constants, different magic, even different gods, all of which can vary extraordinarily from each other, including our own." the Doctor finished.

Peter inquired, "Does this have anything to do with why you pulled a home invasion on me this morning?"

The sorceror nodded. "I have been contacted by the CEO of time from a relatively young multiverse bursting with energy. They sent out a distress signal that asked for someone connected with time to help protect their magical artifacts, known as time pieces, before the message was cut." Strange then conjured an astral image of a time piece, which looked like an oversized hourglass. "Though I do not normally intervene with the matters of another multiverse, the message seemed too urgent to ignore. Should these time pieces be trifled with, their power, as well as the abnormally high cosmic energy of their multiverse, could potentially leak into ours, causing unknown ramifications to time and space in both dimensions and many more" he emphasized.

Peter was taken aback by the sheer severity of the situation. The Doctor raised his finger before he could ask a question. "Normally, I would take care of this myself, but I am currently occupied with keeping Dormammu from attempting another assault on our dimension. Therefore I ask you to travel to this multiverse and aid in the protection and retrieval of these "time pieces".

Spider-Man man stood there gobsmacked. "Ummm Doc? That's a whole lot more responsibility on my plate. I'd love to help, but a multiverse is a lot harder to protect than a neighborhood. I'm not sure I'm the most qualified hero."

Strange shook his head, "On the contrary, you may be the **most **qualified for this. I know of your adventure with your future counterpart and the other timeline that was created by Alchemax, as well as the incident with the Tablet of Order and Chaos." Spidey was surprised at that. How did he know about the tablet and his 3 other counterparts? Or when he and Miguel O'Hara stopped the collapse of time? _Well, he knows now, must be some magic time powers._

"Alright you got me there, but I don't even know how long it will take? MJ and I are going to the movies tomorrow!" pleaded Peter.

Doctor Strange squashed his argument. "Time acts differently across multiverses. What may have been a second for us can be 6 hours for them. If all goes well, I suspect you will be back in no less than a day." Peter sighed in defeat. It seemed the Doc was adamant about him going.

"Alright fine, I'll make sure to protect these "time pieces". Just make sure that MJ knows, there's a reason I slept on the couch last night," Spider-Man explained sheepishly.

"Very well, prepare yourself to be transported. I will port you to the first time piece signature I sense," the sorcerer instructed. In a forgotten language, he summoned a circular portal around Spider-Man as he began to glow blue. "Spider-Man, I forgot to mention, due to the complications of multiverse travel, there are side effects that may afflict you upon arrival, especially your powers. Be wary of any physical changes that may occur," warned Doctor Strange.

"Wait, what side effe-aaaaahhhhhh!" Spider-Man is cut off as the incantation is finished, sending him careening through space and time. "This is so not cooooool!" He shouts as he spirals through a wormhole, beginning the latest adventure of everyone's favorite wall crawler through the multiverse.

* * *

**Lots of exposition in this chapter, so I promise that next chapter will be more exciting. The lack of Hat also be rectified from here on out. Anyways, thank you for reading!**


	2. Welcome Aboard

Spider-Man continued his journey through time and space in the wormhole. After the initial shock and screams wore off, the web slinger floated around, awaiting his arrival in a new world. As he floated, he contemplated what could be waiting for him on the other side and about home. Would he end up in a desolate wasteland torn by war? Would he arrive in a civilization light years ahead of humanity in advancement? Did he leave the sink on before he left MJ's apartment? So many questions for his scientific mind to ponder.

Before Spidey could question anything else, the wormhole glowed with bright light. Assuming this was his stop, he braced himself for the landing. "Here we go!" He shouted as he was consumed by the light.

* * *

To say that Hat Kid was having a strange day was an understatement.

Ever since she stopped at this strange planet and crashed into Mafia Town, she had found nothing but trouble. Between the tiny crows and the weird Mafia goons, it seemed everything was trying to stop her from getting her time pieces back. She took solace in the fact that she managed to recover at least one time piece though, which she currently held in her hands. "1 down, 39 to go," she sighed with a wistful smile.

She chucked the time piece into her good-for-nothing vault. Since when could the vacuum of space open a locked vault?. Instead of debating the impossibility of it all, the little pilot made her way to the computer for the main hall. Smiling, she walked up to it and pressed a button, making an audible "Boop!" as the power in the main hall and the kitchen returned. She jumped up and down with joy as she walked into the kitchen, eager to reward herself with a cookie for her efforts.

As she was pouring her herself a glass of milk with her cookies, Hat Kid heard a loud "WHOOOSH," and jumped up, yelling "Whoa!".

She put down her milk and ran out into the main hall. From there, she saw a bright light come from her bedroom. _What's happening now?_ she inwardly yelped. She clutched her newly earned umbrella as she opened the unpowered door to her bedroom and crept down the hallway. Opening the second door to her bedroom, she tiptoed around the area, keeping an eye out for anything out of place. She held her umbrella out like a sword in case anything jumped out at her. She checked her bed, her empty closet, and her toy chest, feeling relieved as each turned up empty. As she prepared to search her pillow fortress, a groan caused her to yelp as she held her umbrella out with shaky hands. The fortress began shuffling as a figure moved underneath. Emerging from the mountain of pillows was... is that a red and blue bug man?

* * *

Peter groaned from the semi-rough landing he received. Out of all the times he had ever dealt with time and space travel, his entry had never been so... _comfortable._ He immediately tried to use his spider-sense to get a feel for his surroundings, only for him to realize that he was currently unable to sense _anything. That's weird, after Madame Web's upgrade I should be able to sense my surroundings. _Spider-man temporarily ignored the strange development, opting instead to get up back on his touchus. He attempted to stand before tumbling back down into an avalanche of pillows.

"Yeesh, this is so fluffy it puts Kraven's jungle room to shame," he said to himself.

Finally standing up after shaking off the pillows, he takes a look around the area. His lenses widen in surprise to find a little girl with a top hat pointing an umbrella at him. "Uhhhh hey kid, you ok there? You got the deer in headlights look," asked the concerned hero.

The little girl stood her ground, the umbrella still clutched firmly. "Who are you?" she demanded, though Spidey could tell she was oozing with nervousness.

Opting to lessen the tension, Peter answered, "Your Friendly Neighborhood Spider-Man at your service." This caused the child to crack a small smile.

Satisfied, Peter got straight to business. "So quick question, have you seen a glowing hourglass around lately? You know, shiny, tells time, makes a great night light?" he joked. He figured it was best not to let the locals know that these hourglasses have power over time itself.

Hat Kid became more alert, wondering how this strange man knew about the time pieces. She narrowed her eyes, informing him, "I protect the time pieces. Why do you want them?"

Spider-Man's lenses went wide. "Wait, so you're the CEO of time? I came here to help the CEO protect and retrieve the time pieces," confessed the superhero. He was expecting someone a little bit taller, or at least someone old enough to have a driver's license. Hat Kid shook her head, and Spider-Man could see in her eyes that there was more than she was letting on. It reminded him of whenever someone mentions his Uncle Ben.

He let it slide, for now, instead stating, "Well, if the CEO trusts you enough to guard time itself, who am I to judge? Consider me your new arachnid amigo," as he did a playful salute.

This time, the child had a grin plastered on her face. She felt relieved to have someone to share the workload with, not to mention she liked his light-heartedness. Plus, any friend of Tim's was a friend of hers.

Spider-Man then realizes, "Hey, I never caught your name there kid. What should I call you?" The little girl does a pose with her umbrella before stating, "I'm Hat Kid." Spidey nodded,_ A little on the nose, but look who's talking. _

He then stepped out of the pillow mountain, asking her, "Mind flipping on the lights? In this darkness I can't tell your head from your heels," Hat Kid shook her head, pointing at the lights on the ceiling.

"Power's out?" he inferred. The girl nodded before Spidey pulled up a flap of fabric around his red waistline on his costume. "Lucky for you, I found some batteries under the couch this morning. Say hello to the spider signal," beamed the web head.

He tapped a button on his waist, and out popped the iconic spider signal, the bane of muggers and Jamesons everywhere. Hat Kid looked at the large emblem, making an audible "Ooooooo," as he lit up the room. With the new light source, Spider-Man finally got oriented with his surroundings. He looked back to where he was standing and was shocked to find that the entire _half_ of the room consisted of a mountain of pillows with a diving board to top it off._ No wonder I didn't break my face on entry _he thought. Aside from the pillow anomaly, it looked like he was in an everyday kid's room, complete with drawings, a ball, and assorted dolls and action figures. He turned his light towards the kid, finally being able to see what she looked like completely. She was amazingly young, looking no older than 10 or 11. She wore a purple tunic with some boots, pants, and a yellow cape, as well as her signature top hat. She was fairly short for her age, reaching barely above his red waistline, although her hat added another 6 or so inches to her height.

Vying for a change in scenery, the New York vigilante asked, "Why don't you show me around a bit? I'm sure there's more to this place to see."

Hat Kid nodded, stating, "Come with me," before making her way back out her bedroom door. Spider-Man followed her into the hallway before he started backpedaling to the first window.

Spidey gulped, "Are we in space?"

Hat Kid grew a mischievous smile, responding with a drawn out "Maaayyybee." She then waved her hand at him, beckoning him to keep following. He did so, and the two of them emerged from into the main hall, giving the vigilante an idea of just how far from home he was.

_I've been to weird universes before, but not even Spider-Ham had such a wacky Earth. _Mountains stretching past the stratosphere, train tracks visible from space, and, was that a floating chef's hat? "We're definitely not in Kansas anymore," Spidey mumbled to himself.

While Spider-Man stared out at the world, Hat Kid came behind him and nudged his side. Looking down, the web head looked over at her and saw she was holding a book. The hatted adventurer plopped the book into his hands, telling him, "Read this" before disappearing off to another room.

Spider-Man examined the book he was given. It was short and seemed to be hand-drawn with the title _Hat Kid's Guide For New Friends _in bold purple letters. Smiling under the mask, the web head entertained her and opened the book. The first page was simple enough, containing her first rule: **Always be happy and fun!** The bottom of the page showed a drawn Hat Kid posing with a peace sign. Spidey chuckled to himself before turning the page to rule number two: **I lead when we go on adventures**. This page showcased a picture of Hat Kid walking across the planet pointing onward with a hastily drawn Spider-Man following in tow. Peter raised a brow under his mask, deciding he'd have a talk with the girl about #2. He turned the page again, this one with the final and most important rule: **NEVER EVER use the time pieces unless absolutely necessary and given permission by me. Can lead to very bad consequences. **The picture displayed was a time piece with a red X through it along with stop signs all around. Spider-Man understood and respected this, acknowledging that this girl was only trying to make sure the time pieces were used responsibly. He turned to the last page, which plainly said **Welcome aboard friend! **with hearts drawn around the page.

He smiled and closed the book, just in time for Hat Kid to come bustling back into the main hall with a tray of cookies and two glasses of milk. She went up to the web slinger and handed him a glass of milk, to which the still slightly groggy superhero accepted with glee. _Now if only I could have finished my coffee._

As the two shared the tray cookies, Hat Kid pointed at the book, inquiring, "So what do you think?"

Spider-Man looked over at the book, stating, "I'm game, those are some good ground rules. Although we gotta talk about rule #2 a bit." Hat Kid raised an eyebrow, giving him a look that said 'Go on'. He swallowed his cookie before explaining, "I'm not an ordinary human, kid, I'm a superhero after all. My slogan is literally does whatever whatever a spider can. Shouldn't it be the other way around? No offense to you though, I'm sure you're capable if you're the pilot of a spaceship." He hadn't seen anyone else the entire time he was here, so he was assuming that Hat Kid went about her adventures all alone. _Kind of impressive to be honest, but also kinda concerning_.

Rather than become offended like Spidey had anticipated, she adopted a thoughtful look before insisting, "Show me."

Spider-Man stood up, declaring, "Don't mind if I do!" He then got up and walked to the nearest wall, instructing Hat Kid, "Watch and learn rookie."

He then took a running start before doing a handspring to launch off the floor and sticking to the wall. He then shot a web line to the ceiling and used it to swing across the hall. At the apex of his swing, he let go of the web and did a graceful back flip in the air before landing in his signature pose, right in front of a stunned Hat Kid, cookie hanging in her mouth.

At least, this is what Peter _thought _he would do. In reality, when the hero went for the handspring, he messed up the move entirely, falling forwards face-first into the wall. Instead of sticking to the wall to save his dignity, he slid right off like a bug on a windshield. Spider-Man laid on the ground for a few seconds groaning in pain and embarrassment before opening his eyes.

What he was greeted with was the face of Hat Kid, who wore the most **SMUG** expression he had ever seen in his life. "Uhhhhhhh," he muttered as he tried to save what little pride he had left. The child then taunted him by sticking her tongue out, literally adding insult to injury and ending whatever dignity the web head had left.

"Guess this means that I lead," boasted the little girl. Spidey gave a thumbs up before she helped him back on his feet.

"I just don't get it, it's like my powers just got sucked away. What's happening to me?" he faltered, looking at his hands. He then recounted what Doctor Strange told him before he left._ Due to the complications of multiverse travel, there are side effects that may afflict you upon arrival, especially your powers. Be wary of any physical changes that may occur. _Well, hopefully his powers returned soon, he didn't want to be dead weight when he was supposed to be the multiversal cavalry. "Sorry kid, looks like most of my powers are out of commission," he sheepishly sighed. Hat Kid nodded, though she had been amused at the showing he just put on, she understood that this was not normal for the vigilante.

Suddenly, an alarm was heard by the kitchen, prompting the duo to storm up to it in a hurry. They found the alarm came from the computer that controlled the main hall and kitchen, with an alert flashing repeatedly onscreen.

_Time Piece detected._

Hat Kid wasted no time, immediately pulling out a telescope from the corner of her kitchen and angling it towards the kitchen window. The telescope picked up on the unique energy signature of the timepiece, showing Hat Kid where she should search. _Of course it's in Mafia Town_ she inwardly whimpered. Hopefully, her experience this time around wouldn't be so bad. Plus, she has to show her new friend the ropes, literally.

Spider-Man took a look through the telescope himself, catching a glimpse of the world down below. Eager to explore the new world, he turned to Hat Kid and asked, "So when do we leave?"

"Now," she responded, pushing a button on the side of the telescope.

* * *

What followed next caused Spidey to regret accepting those cookies. The telescope made a humming sound before jettisoning them into outer space and towards the ground. The scientific part of Peter's mind was marveling at the technology this girl possessed to make planetary leaps via telescope. The rest of his mind was panicking at the possibility of becoming spider pancakes on the asphalt.

"AAAHHHHHHHHH," screamed the web slinger as they began approaching the ground at Mach 2. Hat Kid meanwhile was laughing hysterically. She loved doing this to her friends on her home planet, and it had been a long time since she had someone to try this on. It also didn't help her laughing fits that the super hero was making sounds more reminiscent to a 5 year old girl.

As the ground came closer, the ship's tractor beam slowed their velocity down enough to avoid smashing her guest's knee caps. Hat Kid landed gracefully in an alleyway and struck a pose, meanwhile Spider-Man realized that they were slowing down and aimed for the same alleyway the little girl had landed at. Bracing himself, he landed to Hat Kid's right, crouching on impact and unconsciously striking his signature superhero landing. He looked over and saw Hat Kid clapping for him with a grin. Even though he was screaming like a baby for the duration of the fall, she hadn't expected him to make such a smooth entry.

He flicked her a thumbs up before looking at their surroundings. A big fence blocked the exit to the alley, and the only way out was via the rooftops, which just so happened to be Spidey's specialty. He jumped up to the side of the building and tried to wall crawl before receiving a friendly reminder from gravity that he currently was just -Man. He fell on his butt with a notable "Oof!" before he heard Hat Kid giggling in the back.

"I bet you can't do better," pouted Spidey. With a grin, Hat Kid ran up the side of one of the walls before wall jumping to the other side. She then scurried up higher on the wall before double jumping to the ledge of one of the rooftops and pulling herself up with ease. She then looked back down at a shell shocked Spider-Man, giving him another one of her smug faces as she waved at him from the top.

"I stand corrected," Spider-Man sheepishly admitted. _Man, with those moves, that kid could give ME a run for my money. And was that a double jump?! _Not one to be outplayed however, the vigilante decided to try a new way to get up.

"Nice one kid! But I work smarter, not harder!" he called up to her, before firing his web shooter to the ledge of the roof. Hat Kid jumped back in surprise at the sudden action, before leaning back over the edge to see Spider-Man climbing up the web line like a rope on the side of the wall.

He reached the top of the roof and pulled himself over. Hat Kid looked at him with a perplexed expression on her face. _I thought he said he had no powers?_ she wondered.

"What's that sticky stuff? I thought your powers were missing?" questioned the space explorer.

"Oh, that's just my webbing formula. It's not one of my powers, I made it all by myself along with my web shooters. Neat, right?" answered the New York native before bending down and showing her his web shooters. Hat Kid examined it and was surprised to say the least. She didn't peg him as much of the science-y type. She never would have guessed the webs were artificial considering how they looked. And they shot out so fast! To think that the little devices on his wrist could shoot out at such speeds. Tim would be impressed if he were here.

She shook the thought of Tim from her head to avoid painful memories and nodded at the hero with a smile. She signaled for Spidey to follow her as she looked down at her own wrist. Her time piece tracking watch had an arrow pointing further into town, marking her next stop. She walked along one of the banners that littered the town and hopped to the ground. Right before she was about to launch herself off of a plank to an adjacent building, she saw something shiny in the corner of her eye. Curious, she went over to some crates and found a peculiar ball of yarn. She grabbed and examined it, finding it looked similar to designs she used to see on racing ships on her old planet. It was red, winged, and had an exuberant energy to it, if that were possible for a ball of yarn. Satisfied with her observations, she happily stuffed it in her pocket for another time. She then ran back out to the plank before she heard someone call her name.

"Hat Kid!" shouted Spider-Man from atop the roof top.

She turned around and inwardly face palmed. How could she forget him on the roof? She was about to wall run back up to the banner and help him down before he interrupted her.

"Which way do we go?" he questioned.

Hat Kid then pointed to the direction her tracker was directing her to. "This way!" she responded. Spider-Man then began analyzing his surroundings until his eyes landed on a building across from him

"Perfect," he said to himself. He then shot a web line over to the roof of the building. Hat Kid was curious to what the arachnid would do. _He isn't trying to rappel down from that far away, right? _she pondered.

She was right, as he was indeed not trying to rappel down. Instead, he jumped off the building he was standing on and _swung _across the gap under the plank. He whizzed right past her at the bottom of his swing and continued upward towards the adjacent building. At the apex of his swing, he let go, causing Hat Kid to gasp. Before he could fall, he shot another web line to the roof of an incoming building. His web shooter started rapidly pulling the web line back in, giving him the smallest nudge forward, enough to push him safely onto the roof.

Peter's heart was racing. This was the first time he's web swung without his spider powers. No super durability to survive the fall, no wall crawling to stick to the wall and climb down. He felt vulnerable, yet surprisingly, he also felt so much more _alive. Whoa, where'd that one come from? _he wondered.

Hat Kid stood at the edge of the plank, greatly surprised at the pure _cajones _on the powerless superhuman. While her species was naturally more resilient than humans- which she had come to learn after accidentally startling a Mafia member off the side of a house-a fall from the height Spider-Man was at would leave even her with a nasty bruise if she didn't land on her feet. Seeing the man swing across the gap with nothing but his wits and webs made Hat Kid come to respect him a little more, even if it had scared the daylights out of her.

She noticed a Mafia goon to her left was staring with wide eyes at the impressive display as well. "Mafia should really lay off Grey Moose Codka at HQ," he faltered while clutching his head in disbelief. Hat Kid snickered at him before turning back to Spider-Man, who had safely web rappelled to the ground.

"I'll swing back and pick you up if you're too _scared_ to jump!" taunted the arachnid. Normally, he wouldn't condone kids jumping over giant ravines, but this was clearly no ordinary kid. If her knees could take planetary entry levels of force, this should be like hopscotch to her.

Hat Kid stood defiantly at the edge of the plank. Impressed or not, there was no way she was letting the newbie show her up! She stuck her tongue out in response to his quip before heading backwards for a running start. She got a good distance before running and jumping off the plank. She knew she could double jump to get across, but what she had in mind was much more fun. She let herself get nearly level with Spider-Man before diving forward mid air into him. The web slinger made an audible "Oof!" as 90 pounds of hatted fury crashed into his chest at surprising speeds. He ended up on his butt as he held the adorable projectile by the armpits.

"Man, you need to lay off the cookies Hattie!" grunted Spidey.

Hat Kid merely laughed in reply. Spider-Man set her down on the ground before standing up himself. "Have to admit, you got skills Kid," he confessed, regaining his composure. What the little explorer just did defied everything Newton's laws ever stood for. It boggled his scientific mind that she was capable of this much at such a young age.

Hat Kid smiled, soaking in the praise. She then admitted, "You crossed that ravine with that fancy rope. It was awesome!"

Spider-Man beamed with pride, stating, "Where I'm from, that's my trademark."

Suddenly, they heard a heavily accented voice cry out, "I'm not going anywhere with you! Let go!"

Hat Kid immediately recognized the voice as she pulled on Spider-Man's arm, the look in her eyes urgent. Spider-Man followed closely behind her. He knew the cry of a DoD from anywhere. _Well, duty calls _he muttered inwardly. He followed Hat Kid as she leaped across a rooftop and down a building to the source of the commotion. In the middle of town, several Mafia men were holding a little girl hostage. Nothing he hadn't handled before in New York, except they were all standing on enough TNT to level an entire _apartment complex_. Oh, and the little girl had a mustache. That was a new one.

"Looks like someone's been playing too much Crash Bandicoot," Spidey muttered.

"Hang back, I got this," ordered Hat Kid before she ran right up to one of the Mafia.

The Mafia man turned around and noticed her, scolding, "Hey! Child! Shoo! Mafia can't have child witness when Mafia teaching lesson."

The two stood staring each other down for a few awkward moments. Then, Hat Kid stuck her tongue out at him, surprising the large man.

"This awkward for Mafia. Mafia not sure what to do," he mumbled sheepishly.

One of his partners noticed the strange situation unfolding. He turned to the Mafia member standing at the top of the TNT barrels and inquired, "Boss, what should we do with eyewitness?"

"Teach her lesson, boys!" bellowed the boss atop the TNT mountain.

Nodding in affirmation, the first Mafia member hopped down from the barrels and tried to swipe at Hat Kid, exclaiming, "Come to Papa Mafia!". She nimbly dodged under his swipe and whacked him thrice with her umbrella. Grunting, the Mafia member then tried to dive into her. She evaded his attack again and whacked him another 3 times, sending him flying into a wall and into unconsciousness.

"Why you little...!" seethed the other Mafia member as he saw his fellow goon get apprehended by this little girl of all people. He climbed down from the barrels to finish what his partner started. Hat Kid merely taunted him, waving her hand in a challenging manner. He attempted the same tactics as his fellow Mafia, and Hat Kid punished each accordingly. Soon, he was laying unconscious on the ground beside his friend. _Too easy _thought the hatted child.

By now, the other Mafia members had noticed their two fallen comrades, with one of them climbing down to challenge Hat Kid himself. "I'm gonna take you down!" shouted the Mafia member. Hat Kid prepared to give him the same beating she gave his friends as she smacked him 3 times with her umbrella. As she went for the next 3 hits though, he pulled a red bottle out of his pocket and drank it. He developed an angry red aura, and when she tried to hit him, he merely shrugged off her assault. "That's all you got?" mocked the Mafia., before delivering a right cross straight into Hat Kid's sternum.

"Ouch!" she yelped as she skidded back a few feet. That punch had a considerable amount of power behind it. _Must make up for the lack of brains _she thought_. _As she scrambled to get back up, the Mafia man grabbed her by the cape and held her high.

"Child is predictable!" the Mafioso victoriously proclaimed, getting ready to deliver another punch.

_THWIP_

Hat Kid suddenly felt herself drop from the Mafia's grasp as he clutched his face, yelling, "I'm so confused!" There on his face was a sticky glob of webbing.

"Hat Kid, now!" she heard behind her. Turning around, she saw Spider-Man aiming his web shooter at the now blind thug. Smiling in gratitude, she knocked the Mafia member out just like his friends. She then blew her umbrella tip like a pistol to add some salt to the wound.

This was enough to anger the fourth Mafia member. "No child or bug man will be in the way of Mafia!" he proclaimed before charging at her.

Spider-Man immediately webbed him in the face, rendering him blind while Hat Kid attacked. "It's arachnid to you, turnip torso," quipped the web slinger. He went to fire another web shot before hearing a _click_ sound from his web shooter, indicating his firing pin was jammed. _Seriously? Of all the times? _he inwardly complained. He worked briskly to fix the device, but the Mafia member had already ripped off the webbing. The goon then turned to Hat Kid again before drinking the red potion. Her basic attacks wouldn't work, and Spider-Man seemed to be having issues so she couldn't rely on another web blast. She then came up with an idea. Instead of smacking the Mafia's torso, she jumped up, flipped in the air, and dove straight into his head at an impressive speed.

The Mafioso held his head in pain, knocking him out of his angry red state. "How did you...?" the bewildered goon questioned. She then followed up with her usual 3 hit combo, knocking him out. She then dusted her hands off, believing she had made her point to the boss.

The boss was fuming at what he saw. "Enough! Mafia won't bow to little girl and sidekick! Prepare to feel Mafia's wrath!," he roared.

"Sidekick? Now it's ON Mustachioso," rebuked Spider-Man, getting ready for a fight. The boss then threw his hostage right at the hero. He managed to catch her, stumbling back from the force of the throw. "Get to safety, we'll take care of Bald and Brainless," he instructed her as he put her down.

The mustached girl nodded, stating, "Thanks for the catch new guy! Now show that bozo who REALLY runs this town!" She then shouted, "Watch out!" just in time for Spider-Man to see a TNT barrel coming straight towards him. He dove to his left at the last second as it whiffed past his face.

_God I miss my spider sense_ he inwardly winced. He got back up on his feet to see that Hat Kid was under the same assault as him. He tried to shoot a web ball at the Mafia man only for his firing pin to make the same _click_ as before. He groaned as he realized he had to do this the old fashioned way.

"Do not think of avoiding barrels!" yelled the Mafia man as he continued his attack. Spider-Man and Hat Kid kept dodging the barrels with relative ease until the goon shouted, "Heads up, little punks!" He then began throwing barrels with enough curve to join the New York Mets as they _bounced around the circle of barrels_. Spidey inwardly cursed the lack of normal physics in this multiverse as he dodged two incoming barrels from his left and right.

After some time, the Mafia goon angirly said, "This lead nowhere! Mafia need to take care of this Mafia style," He then jumped down from the pile of barrels prepared to fight. "Prepare to feel what Mafia do to old ladies!" He then dove straight at Hat Kid who evaded his attack. She hit him with her umbrella before he got up again and took a swig of the red potion. Spider-Man attempted to hit him in the gut, but he was quickly reminded why he hung back in the first place.

"Ow!" he groaned as he shook his hand. "Do you guys eat gears for breakfast or something?" he japed. His only answer was a punch in the face.

The villain was then hit in the head by Hat Kid, knocking him out of his power up. "You can jump?" he wheezed as he began getting fatigued from the attack. Spider-Man had then finished fixing his firing pin as well, allowing him to create a combined assault with Hat Kid. When the goon was almost down, Spidey shot a web line at his back and pulled him towards Hat Kid.

"All yours Kid!" he said, allowing her to deal with the final Mafia member how she saw fit. She decided to make him go out with a bang as she prepared her strongest swing. She swung her umbrella and sent the Mafia man _flying _into the ocean where he made a loud _SPLASH_. Spidey stood wide lensed for what seemed like the 5th time in a day. Out of the Mafia's pocket, a time piece was seen on the ground that Hat Kid happily picked up.

"Whew!" whistled Spider-Man. "If every kid back home could hit like you, I'd be out of the job," joked the Web Head. He expected a laugh, but was greeted with a frown from the young child.

"I told you to stay put," pouted the space explorer. She gave him the order to keep him safe, and he ended up getting punched in the face. It made her feel like a bad leader.

Spider-Man crouched down to her level and put a hand on her shoulder. "Come on Hattie, this isn't my first rodeo. I have a Mafia back where I'm from too, and they've done _way_ worse than that," he explained. "I'll be fine," he reassured. Her pout lessened, but her frown was still there. He then came up with a way to fix her mood. "How about when we go back to the ship, I'll tell you about some of my adventures back home for bed time," offered the vigilante as he noticed the sun going down slowly.

The frown fell from her face and was replaced by a grin as she responded, "Okay!" She wanted to know more about her new companion, and it had been a while since she had been told bed time stories Not since Tim...

She was shook from her thoughts as a voice behind them grumbled, "Pfft. Can you believe them? What a bunch of losers". The duo turned to where the voice came from to see Mustache Girl running out from her hiding place. She looked none the worse for wear considering what happened just minutes before.

"Hey. You're alright new kid. You too spider dude. Do you have names?" inquired the hooded girl. There was an awkward silence between the two as neither Hat Kid nor MG said a word. Spider-Man decided to break up the by clearing his throat.

"Ahem," he coughed. "You can just call me Spider-Man," he said. Mustache Girl nodded before looking back to Hat Kid.

"And you? No? You shy? That's cool. You're a 'less talk, more fighting' kind of girl, I take it." MG guessed. The hatted child nodded her head appreciatively. Though she knew MG longer than Spider-Man, she still wasn't quite as comfortable with her.

Deciding to change the subject and avoid anymore awkward tension, Mustache Girl looked at the time piece in Hat Kid's hand. "That thing you grabbed there... are you collecting them? Because I know where there's more of them," she offered. This caught the attention of both of the heroes. "They've been raining from the sky ever since you arrived. I've seen the goons bring them to their headquarters waaay up there," she continued.

She then perked up, suggesting, "We should go up there and get your junk! It'll be fun! I'll take any opportunity that involves messing the Mafia." She then put her hand up to Hat Kid before asking, "You with me, buddies?" Hat Kid then looked up at Spider-Man with a questioning yet excited look.

Spidey merely shrugged, "Why not? If it means more time pieces, I'm game. Plus, they called me sidekick. That's a big no-no from me," he humorously stated. The hatted child smiled as she jumped up and gave MG a high five. She was on a roll!

Spider-Man then asked, "Now, how do we get back to your ship?" Hat Kid then put on a mischievous grin as she held up the time piece to the sky. Spidey's lenses narrowed in suspicion and confusion before they were consumed by a bright blue light. The next second, they were once again speeding through space, the masked man and Mustache Girl screaming all the way up.


	3. Aliens!

**Thank you to my 2 reviewers so far! These are my first reviews on this site ever, and I'm glad to see that you enjoy my story enough to share your thoughts on it. This fic will be going strong all the way from Mafia Town to Alpine to the endgame, and a little further beyond. But here is chapter 3, hope everyone likes it!**

* * *

The trio arrived back in the Spaceship, where 1 of the occupants promptly laughed as the other 2 drunkenly stumbled around, trying to get their bearings back.

"Next time, a warning would be MUCH appreciated," Spider-Man dazedly said. He could feel the cookies from earlier coming back up the wrong end. Mustache Girl wasn't having any better of a time as her eyes rolled around wildly. Hat Kid merely laughed it off before an alarm was heard around the ship, causing her to jump.

INTRUDER ALERT! INTRUDER ALERT!

Her giant main hall screen kept annoyingly flashing the words as a the alarm blared across the ship. Hat Kid ran up to the second floor screen and tapped it, turning off her alarm settings. Smiling apologetically, she turned back to her two ship mates who looked at her with an aghast expression. She then hopped back down, saying, "Sorryyy" to her bewildered partners.

Mustache Girl cleared her throat. "Ahem, well now that that's all sorted out, are you two ready to take down some Mafia? I'm psyched!" she excitedly said. She then rubbed her hands together and snapped. Hat Kid and Spidey then felt the sensation of being teleported before they were suddenly whisked into a classroom decorated in pink. Hat Kid landed on the only chair in the room, whilst the arachnid landed flat on his butt, eliciting a pained wince from him. MG then promptly appeared in front of them as she pulled out a large chalk board with the title: MASTER PLAN.

"Let's go over the plan! All assaults need a good plan, or it'll be a flop!" she explained matter-of-factly. She then quickly flipped the chalkboard around, changing it to a rather graphic image of her choking out a Mafia member. "First, we strangle them! Choke 'em and watch 'em beg for mercy! That'll show them!"

It was at this point that Spider-Man threw down 30 red flags to this plan. "I'd like to obje-" he started, before MG interrupted, "Wait!" Believing that she had come to her senses, he let the statement die in his throat.

"Strangling is too kind, hope i," she retorted to herself, and Spider-Man's faith began to die with his statement. Before he could argue, she flipped the chalkboard again to show an even worse image. She then excitedly stammered, "We smash them together into mush, and put their remains in a jar! Then we sell the jar for pocket money! That'll be the ultimate salt in the wound!" as the blackboard showed the discombobulated remains of a Mafia goon in a jar

At this point, Spidey had seen enough. "Can we skip to the part that DOESN'T involve bodily fluids?" he desperately requested. He could see Hattie taking notes on the subject, and he refused to explain to her later on why human organs don't belong in ice cream tubs.

Thankfully, Mustache girl flipped the board again. "Good question! Because first, we have to make it through their Mafia HQ," she glumly stated as she glared at a drawing of a large red man with a chef's hat and various insults strewn around his figure. "Once we find and dethrone the Mafia boss, the rest will follow. Then our mush and jar party will be no problem!"

Pretending not to hear the last part of the statement, Spider-Man pointed out,"So how are we going to do this then? I'm willing to bet you're not one of the Mafia's favorite people."

"For you, you're already dressed like a clown. The Mafia will laugh themselves to death by looking at you!" she stated without a hint of remorse. She then pointed at Hat Kid. "As for you, we've gotta get you geared up! Your hat is basic, and we don't do basic in this gang," she bluntly said. Hat Kid's hands flew to her precious top hat. It was her pride and joy! She had worked hard to make it.

_That's rich coming from the homicidal Red Riding Hood _Spider-Man inwardly mocked. He suddenly missed his Iron Spider outfit, if only to shift into the black suit and scare her with the Venom voice modulator for giggles.

Before Spidey could create a snappy comeback, MG flipped the board again, showing a drawing of Hat Kid and what looked like a ball of yarn. "Yarn can be found around Mafia Town and used to stitch new hats if you're crafty. I've collected one for you,"she explained before reaching into her pocket and pulling out a ball. MG tossed it to Hat Kid, who realized it looked like the yarn ball she found earlier in Mafia Town. She pulled said yarn from her own pocket with a grin.

She then nudged Spider-Man on the shoulder, giddily saying, "Watch this!" She then tossed the balls up in the air and shuffled them with her umbrella, thinking hard on how she wanted to make the hat look. "1...2...Presto!" she proclaimed as she finished her stitching. She proudly held up her creation in the air for the other two to see. It was a red sports visor with wings on the side.

Spider-Man nodded, impressed. "Neat trick kid, you got better fashion sense than most of the Defenders," he half joked. Hat Kid smiled and slid her new hat on her head, putting her top hat away for another time. She then started pacing in place as she built up energy. Then in a flash, she took off like a lightning bolt, making her two companions literally eat her dust. Spider-Man coughed as the dust entered his mask. _Iron Man eat your heart out! Nano-tech my touchus _he thought.

Suddenly, Spidey felt a change within him, as if a part of him had been returned. Now he himself felt like running if what he was thinking was correct. For now, he set his thoughts aside as he watched the little ball of energy sprint around the room at speeds even he would have trouble reaching.

Meanwhile, Mustache Girl, who was looking very pleased with herself, added that, "You need more yarn for some hats than others. I guess being creative isn't free, huh? So keep an eye out for yarn!" Hat Kid gave her a curt nod as she finally stopped her running. The more hats she had, the better, so she made sure to look for yarn any opportunity she got. With that, MG gave a thumbs up, declaring, "Now you're a killing machine! Let's go get them." With that, the trio were whisked back into the spaceship as if nothing had ever happened.

Spidey looked out the giant window, seeing that it was night time planet side. Feeling drowsiness suddenly overtake him, he decided it was best for them all to hit the hay. Nothing like some R&R to cure some multiverse jet lag.

"Hey, let's pick up on this again tomorrow night. I feel like I got steamrolled by one of those giant turkey legs I saw earlier" he offered, stretching and yawning to add emphasis. Hat Kid nodded before beckoning MG to follow her to the kitchen.

Mustache Girl was giddy with anticipation as she cheered, "Yes! I can't wait to put those smelly punks in their place! See you tomorrow Bug-Boy!" before climbing up the ladder and following Hat Kid into the kitchen.

"Count on it J.P Moustache!" he called to her retreating backside.

With the two of them gone, he decided it was good chance to test out his theory without embarrassing himself. He walked up to the part of the wall where he had splattered his face when he had first arrived. He did another running start before diving forward, arms outstretched. This time, his now restored sense of spider-equilibrium kept him from overshooting, allowing him to push off the ground and spring up onto the wall. From there, he kicked off the wall and flipped back down to the ground, eliciting a loud cry of joy from the webslinger. He then jumped up to the upper deck of the main hall, sprinting across the railing like it was a sidewalk. At the end of the railing, he did a side flip and shot a web line to the ceiling. As soon as it made contact with the ceiling, he clasped his feet together around the line and held on tight, allowing him to slip into his signature hanging pose.

"Peter Parkour is back!" he rejoiced to himself, glad that his power loss wasn't permanent. He did wish that the same applied to his other powers though, but spiders can't be choosers.

_Clap Clap Clap_

The superhero turned around to see the awed face of Hat Kid. She had seen the acrobatic routine after sending Mustache Girl home and had hidden herself to watch the display. Needless to say, she had found it quite impressive.

"Ohmygosh!" gushed the space explorer. Her interest was now piqued about her new colorful crew mate. She couldn't wait to learn more about him.

Spidey gave a modest shrug, although he allowed himself to stroke his ego for the moment. "Hey, they don't call me the Amazing Spider-Man for nothing," he beamed, happy that she was amused by his shenanigans. He was actually beginning to enjoy her company, even if they had only known each other for a few hours. Her innocence was refreshing after all the craziness he had seen since donning the mask. "Let's get you to bed, alright?" he asked, as he began to see the moon coming around orbit.

"Only if you'll tell me about you and your home for story time!" rebuttaled the little girl. He wasn't getting off the hook that easy, story time was one of the few things she could look forward to after such a long day. She was ready to just plop into bed and hear all abou-

_TIME PIECE DETECTED_

The duo shuddered at the sudden alert, their groggy minds both put on alert. They looked over at the kitchen computer and saw the familiar message flashing on screen, collectively sighing.

"How about later kid? Priorities after all," Spidey apologetically offered.

"Alrighttt," she conceded. As tired as she was, a time piece could not be ignored, and so she ran into the kitchen to peek through her telescope. She searched the Mafia town land mass before her telescope picked up the signature of the time piece. Before she pressed the teleporter button, she realized that the sky looked unusually dark over Mafia Town. Upon further inspection, she found that a rainstorm was currently brewing across the coastline.

Not one to be caught unprepared, she briefly ran out of the kitchen, leaving a confused Spider-Man in her wake. Moments later, she reemerged in the door frame with a bright yellow raincoat and an excited smile.

"Smart move," Spidey said with an approving thumbs up. His inner Aunt May applauded the little girl for taking precautions. Not to mention the over sized coat looked adorable on her. He suddenly wished he had worked on the waterproof specs to his suit as he realized he himself had nothing to insulate him. _Oh well, better I got the sniffles than her _he thought. If he could go toe to toe with Hydro Man, a little rain shouldn't cause any trouble for him.

Hat Kid smiled appreciatively before walking up to the telescope and pressing the teleport button. They were surrounded by a beam of light, and in an instant, they were gone.

* * *

The duo landed at the docks of Mafia town, just in time for the rain to begin falling. Hat Kid landed with her usual grace, as well as Spider-Man surprisingly. After the last few trips through the stratosphere, he had begun to develop a sense of balance for regular planetary travel, allowing him to avoid anymore near death experiences.

"Wow, should've brought my spider-trunks," commented the hero as he shivered from the rain. Hat Kid realized that the man's costume gave him no hypothermal insulation and she began to worry. She leaned on her umbrella and adopted a thoughtful look on her face, trying to find a solution to the vigilante's predicament.

_Leaned on her umbrella_

The thought came to the child a moment after she began thinking, and she facepalmed herself for not thinking of it before leaving the ship. Turning to the cold man, she held out her umbrella for him.

"For you!" she innocently offered with a smile.

At first, Spidey held up an apologetic hand, deflecting, "Don't worry kid, I've been through worse. Honest. You need it more than me." He was used to swinging around NYC come sun or snow. He would be fine.

The young explorer wasn't having it. "You're cold, and lower body temperatures weaken your immune system. You've never been here either, so you don't have immunity to infections. I refuse to have icky germs on MY ship," she stubbornly explained. She then added the puppy dog pout on top to seal the deal. If cuteness wouldn't work, then cold hard logic would win him over, and if not, then BOTH of them would.

Spider-Man was slightly taken aback by the statement. He hadn't expected the little girl to be so... knowledgeable. Then again, she lived on her own in a spaceship powered by time, so it was no surprise she knew the basics of biology. Plus, she did have a point, wouldn't want to catch Space Flu on the job, would he?

"Are you sure you won't be cold?" he asked, to which she gave a curt nod.

She also gave a twirl to add emphasis to her point. "I got my raincoat," she reassured him.

He sighed in defeat. "Alright, I'll take the umbrella for now. But if we run into trouble, you're taking it right back," he declared. Hat Kid smiled as he took the parasol and opened it up. It didn't cover him that much, only just enough to keep his head and shoulders covered, but he appreciated it nonetheless. He then glanced at a puddle and saw his reflection as he held the _heart_ decorated umbrella up. _I can practically hear Matchstick's laughing from across the multiverse_ he inwardly remarked, just thinking of what the flame-headed Fantastic Four member would say if he saw him now.

Satisfied that she got her way, Hat Kid looked down at her time piece detector. It was pointing to a tall building in the center of Mafia Town. She was about to start off after it, but then she noticed how peaceful the town was. And the stars were so beautiful tonight. _I guess it wouldn't hurt to take the scenic route_ she concluded, as she beckoned Spider-Man to follow her.

"We're taking the long way since it's nice tonight!" she informed him. Spider-Man hummed in agreement. The sleepy town did feel more tranquil than when he first arrived. It was something he was not used to seeing back home. They decided they to explore the town a little more. After all, the excursion had knocked the tiredness out of both of them momentarily.

As the duo walked along a bridge, they saw a distressed tourist yelling at some seagulls. Curious to what his predicament was, Hat Kid tapped the man on the shoulder.

"Excuse me, what's the matter?" inquired the little girl.

"That darn seagull over there took my camera! I woulda done a belly dive over there, but this belly is too precious for sliding on," he voiced in annoyance.

Hat Kid then put her hand on her chin, offering, "Why don't I go get it?"

"The tourist gave her a wave off, stating, "No worries kid, I got plenty of cameras left over. But if you can get it all the way there, it's all yours."

"Thank you!" she told the large man before gesturing Spider-Man towards the island where the seagulls dropped the camera. "I'll be right back," she told the vigilante before sending herself off the edge of the bridge, causing Spidey to move forward in alarm before seeing her jump across to the island. She gave him a wave as he returned the gesture before going up to the seagull nest and pulling out the camera. She then pocketed it and jumped back to the bridge. She held it up to the vigilante, showing him her newest plaything.

"You know, I'm actually a pretty decent photographer back home. Bet I can get some nice composition shots of the town," Spidey said. Hat Kid wanted to hear more, but she would save the stories for bed time like she promised. Besides, she already had an idea in mind for its first picture. She pulled Spidey's face low and motioned for him to crouch. She then turned the camera around, smiling and making a peace sign.

Catching wind of her idea, Spider-Man stuck out his right hand in the classic web shooter hand sign as he quipped, "Be sure to get my good side."

The picture showed up on the screen of the camera and Hat Kid smiled. They looked really good, and the background caught the beautiful scenery of the raining Mafia Town.

"Not bad kid, keep that up and old Jonah will have my butt replaced with yours," he jokingly said. Hat Kid giggled, not understanding the reference but appreciating the compliment. She would be sure to save this picture for herself later.

Pocketing the camera again, the duo continued their tour through Mafia town. Now that the Mafia felt less inclined to harass anything that breathes oxygen at night, they didn't have to worry about getting in another fight, as long as they didn't hit first. The two journeyed through the sleepy town, finding two pieces of sprint yarn and several green gems lying around. Hat Kid explained to Spider-Man that they were called pons, and were the currency of this world as she was told by a 'glitchy vendor guy', so the two made sure to pick up any they found.

As much as Spider-Man wanted to stretch his legs and get reacquainted with his powers, the rain made it hard for him to even jump across a rooftop without sliding off the edge. He didn't have his wall crawling abilities to save him this time either, so he stayed close to the ground, hunkering down under the umbrella, and watching as the child ran around grabbing whatever she could get her hands on.

After they had finished their sightseeing, the two time protectors went to get what they came for. The two of them traversed the now familiar town before arriving at the building Hat Kid's detector was pointing to. It was directing them to the top of the building, so they began circling the structure until they came across a series of ladders and platforms.

Spidey cracked his knuckles as he handed back the umbrella to Hat Kid. The rain had dwindled since their arrival, allowing Spider-Man to be able to use his spider agility and balance safely to a limited extent. Under his mask, he gave a challenging grin. "Race you to the top!" he suddenly proclaimed before dashing up the nearest wall and grabbing onto a platform.

"Hey! No fair!" pouted Hat Kid before she whipped out her sprint hat and took off in hot pursuit. The pair had a quick race, the two of them neck and neck for the most part, before both emerged on the top of the building in a hurry.

"I win!" they declared in unison, before they felt their feet slip out from under them. Together, they both face planted into a puddle of mud, covering their entire forms.

"Ugh! As if my dry-cleaning bill wasn't already bad with the amount of spandex I wash. I just ironed this!" whined Spider-Man. He wiped the mud from his eyes, leaving his lenses the only part not covered in mud. "Hey kid, you-?" he started, before looking at his young companion and finding she was covered as completely as he was.

'Ewwwww," moaned Hat Kid as the mud seeped into her raincoat. She was covered so completely that she needed to use her heightened sight receptors to even slightly see through the icky substance, causing her eyes to glow. She looked at her comrade to find he was in the same situation.

"Talk about a dirt nap, am I right?" Spidey quipped. Hat Kid chuckled, but her mood was dampened from her current predicament. She just wanted to find the time piece and go home.

"What the-HUH?!" Came a voice from behind them. The duo turned to see a Mafia man with green glasses and a bright blue suit who was quivering in fear. In his hand was the time piece they came for.

"It's.. It's SLIMY SPACE ALIEN!" he shouted, causing them to look around alertly. It wasn't until a few seconds later that they realized that THEY were the slimy space aliens. "Mafia saw spaceship! Mafia knew all along! Mafia is being invaded by ALIENS! AHHHH," he hysterically stuttered

Spider-Man put up his hand to try and explain, stuttering, "Wait we're not al-," but Hat Kid hobbled forward, sight dimmed, and reached her arms out in front of her to try and grab what she perceived as the time piece. This caused the Mafia man to release a high pitched shriek as he took the time piece and leapt across a very large gap.

Spidey let out a whistle, impressed that the large man made such a jump, before turning to Hat Kid. "So much for diplomacy. What'd you do that for?" he said in a slightly annoyed manner.

Hat Kid let out a defiant huff, indignantly stating, "He had the time piece. I went to go get it. Simple as that."

"Well now that you gave the man a heart attack, now we gotta go on a wild goose chase to get it back. Great going," said the miffed hero. He just really wanted to rest, after all he was woken at in the morning on a Saturday. His grouchiness had caught back up to him.

After a few moments of silence, he turned again to Hat Kid to see that she was staring down at the ground. Her arms were crossed in a pout, but her glowing eyes seemed down trodden, as if she were feeling immense shame.

Spider-Man quickly realized his mistake, kneeling down to her level before soothingly saying, "Hey, it's no big deal. We're both agile enough to catch up to Baldy over there. I just felt a little grouchy is all. Sorry about that." He managed to get her to look at him, but she still looked upset, both at him and herself. He thought to himself before saying, "How about I sweeten the deal? Tomorrow morning, I'll tell you about all my super hero friends over breakfast if you help me catch that bed wetter before he gets hurt. Deal?" The little girl then perked up, warmth returning to her shining eyes.

"Deal!" she agreed before shaking his hand. Even though she was mad at him a second ago for being a jerk, she had also felt ashamed for complicating the situation. She thought for a second she was a disappointment to him, just like she had been to someone else important in her life. She let those thoughts go though as she took his hand, glad that it was not the case.

Spider-Man then sheepishly rubbed the back of his head as he remembered something else. "Man, I guess you technically do qualify as an alien. Not the slimy and evil kind, but still an alien," he said. She lived in a spaceship after all, and she isn't from this earth. _Wait, does that mean I'm an alien too? _pondered Peter

She gave a shy smile as she explained, "Yeah, our species looks a lot like humans, but we're a little better at some things."

_A little huh?_ _Someone's being modest_ remarked Spidey inwardly. If Hat Kid could do all these amazing feats at this age, imagine what she could do when she grew up?

"Have you met aliens before?" the little girl curiously inquired.

Spidey gave her a nod before telling her, "Let's save that for the breakfast stories." He then turned his attention back to the situation at hand, staring at the gap between the Mafia and them. "So, you think we can cross that without ending up as mudcakes on the asphalt?" questioned Spidey. In response, Hat Kid pulled out her sprint hat and barreled straight at the gap before jumping and diving across. She skidded to a halt right in front of the strangely dressed man, eliciting another scream of terror from him before he ran away again to the top of some wooden crates. Hat Kid then waved for the vigilante to try jumping across as she did.

"Well that answers that," he said to himself. He looked down at the gap again before sighing to himself, "Here goes." He then ran and jumped as high as he could, praying that with his spider agility his "super jump" came back as well. Thankfully for him, he found himself landing right next to Hat Kid, proving his hypothesis correct. He gave a thumbs up to the girl before looking up to the wooden crates as well as the pile of construction equipment lying around. He looked at his surroundings for a bit before figuring out a route they could take to the top. He motioned for Hat Kid to follow him before jumping on top of the equipment and onto a wooden platform.

Just as he stepped on the wooden platform, he noticed a shadow overhead before yelping in shock as something nearly fell on him. He looked up and saw a floating, sleeping raccoon trying to stomp him. He avoided another fall from the rodent before telling, "Hey Hattie, batter up!" He then got under the raccoon and once again dodged it before it crushed him. This time though, he shot a web line at it, waking the rodent from its sleep as he swung it around in a circle.

"Hey buddy, don't you know? You snooze you lose!" joked Spidey before hurling the animal at Hat Kid, umbrella at the ready. She smacked the rodent into the ocean like she did the Mafia member, making a loud _Sploosh_ as it did. Spidey gave the little alien a high five as they climbed back up the equipment and back over to the Mafia man, who once again screamed like a little girl. This process continued on and on, with Hat Kid and Spider-Man taking turns showing off on the various hanging platforms as they chased down the Mafia goon, when they finally cornered him at a hanging wooden platform.

He huffed and puffed before gasping out, "Leave Mafia alone you monsters! Here, if Mafia give you this, will you go away?" He then handed over the time piece to the two "aliens" as he buried his face in the ground.

Seeing a puddle of water nearby, Hat Kid took a handful and splashed her face with it, washing away the mud on her face, to which Spider-Man followed suit. As funny as it was hearing such a big man scream like an elementary schooler, the poor fellow was gonna have enough night terrors for the next decade for them.

Hat Kid then blew a kiss to the cowering Mafia member as she said, "Thank you!" causing him to look up. The alien seemed much less... slimy, and much more cute than he perceived, although her companion still looked strange. He then watched as the two of them disappeared in a beam of light back up to the spaceship. Slowly, the Mafia member stood up again, thinking, _Mafia should look into therapy._

* * *

The time traversing heroes appeared back in the ship, worn out from all that had happened in the day. Neither were in the mood to be awake any longer, and so after chucking the time piece back in the vault and washing their outfits and themselves in the bathroom, they promptly collapsed into the nearest bed or pillow pile. Hat Kid laid tired in her bed in a set of fresh pajamas. Even though he had cleaned it, she refused to have Spidey sleep on her bed with the same outfit he flopped into mud in, so she let him sleep in the pillow fort.

Spidey could already feel the heaters he specced into his suit taking effect, allowing him to rest comfortably. The pillow fort also was extremely comfortable, at least when he wasn't spiraling into it from a wormhole, so he had no problem dozing off in no time alongside Hat Kid. Though their bodies were peaceful, their minds were restless, thinking about the day they just had, and the new companion they now shared a room with.


	4. Confessions of a Hungry Mind

**Hello again all! This is a shorter chapter, but that's only because I don't want to add this in at the beginning of next chapter's Mafia Boss fight, because that's gonna be long enough as it is. Anyways, hope you enjoy! **

**And to Katoptris, normally you would be right, if I were writing about basic 616 Spidey. But check back to the chapter 1 author's note and remember just which Spidey this fic is based on (;**

* * *

Spider-Man stretched his arms and gave a long yawn as he willed his fatigued body to get up. He groggily stood up from his spot in the pillow fortress and looked around. He saw that Hat Kid was still asleep, no doubt tired from their excursions the previous day. He decided to let the little alien rest as he tip toe'd his way out of the room and made his way to the kitchen.

"Wonder what aliens eat?" he pondered before opening the kid's fridge.

He was greeted with a sight that would make Gordon Ramsay faint. Laid around were various kinds of cookies and a gallon of milk. There were also various kinds of "sauces" that did NOT look safe for human consumption. Then, there were the two "meals" she had sitting around. One resembled a burger with more tentacles than Otto Octavius's closet, and the other looked to be living spaghetti with eyes that stared straight into his soul.

"Sorry I asked," he shuddered before probing for anything that even resembled normal food that wasn't a chocolate chip cookie. After some time, he gave up on the endeavor and started towards her pantry. Opening the pantry, he found a box displaying something that closely resembled wheatcakes. Opening the package, he saw chocolate chips and a pre-made mix ready to be cooked.

He smiled as he said to himself, "Now this I can work with," before grabbing a skillet and setting to work.

* * *

Hat Kid woke up to the smell of burning flour.

She was getting ready to start a new day with her new companion before noticing that the wall crawler wasn't in the pillow fortress.

Not a second after she noticed, she was assaulted by a burning sensation, as well as a cry of, "Come on, not again!" all the way from the kitchen. Fearing the worst, she hurriedly ran out of her room and to the kitchen to see what the commotion was about. What she saw caused her to stand in disbelief.

Spider-Man was trying to contain a small fire that was erupting from the skillet. Looking around, he located a fire extinguisher on the side of the wall and webbed it to his side. He quickly sprayed the stove down with the extinguisher, putting the fire out. He then examined his meal, trying to see if it was still salvageable.

The wheat cake was slightly singed in the middle while its sides were charred black. It was still edible, but it definitely could have come out better. And with much less fire.

"How does Aunt May do it?" he puffed as he lifted his mask to wipe his forehead of sweat. He turned to exit the kitchen and get a breath of fresh, smokeless air, before he came face to face with Hat Kid.

"Errr, morning kid!" he said with a surprised expression. "I was making us some breakfast, but clearly I need some work," he stammered with his hand behind his head.

It felt incredibly awkward for the web head, as this was the first time he had been caught in costume by anyone besides Mary Jane. Sure, there's not much risk if his secret identity is known in a parallel universe, but the situation still felt uncomfortable.

They stood there for a few moments awkwardly, before Hat Kid finally broke the tension, saying, "You look better without that weird mask."

Spidey chuckled to himself, "Yeah, I get that at Halloween parties a lot," before kneeling down and extending his hand. "Peter Parker. Nice to finally meet you Hat Kid."

Hat Kid graciously extended her own hand and shook the unmasked hero's, saying, "That's a nice name."

Standing back up, Peter put his mask back and grabbed his stack of singed abominations off the counter, offering, "If you don't mind your wheat cakes extra crispy, we can finally have story time over some breakfast."

That was enough to break the last of the awkward tension in the room. Eagerly, Hat Kid ran out of the kitchen before coming back in carrying an entire dinner table with one hand and two chairs with the other. This garnered her another look of disbelief from Spider-Man as she set them down in the center of the room. She then took the wheat cake plate from his hand and put it on the table, as well as adding a helping of what looked to be her world's version of maple syrup, only much greener. She offered Spidey the bottle, but he refused on the grounds that he wasn't sure it was safe for humans, as well as the personal reason that "him and green don't work very well."

The two of them took a few bites of the wheat cakes, finding them to be surprisingly appetizing, before Spidey said, "Alright Hattie, ask away,"

Hat Kid grew a large grin before putting her hand on her chin and thinking. There were lots of things she wanted to know about the "Magic Bugman who popped into her room". It was this line of thinking that led to her first question.

"Where did you come from and why are you here?" Basic yet important questions. She wanted to know what his reasons were for plopping into her spaceship, as well as where in the galaxy he came from. Though she doubted he would do anything bad to her now, she had to make sure if she was going to have him on her ship collecting the time pieces.

"Ah, the classics. Well, I was born and raised in the Big Apple of New York City on the planet Earth, but not this Earth. I'll explain that in a second. I protect the people of New York as Spider-Man along with like 50 other superheroes. Seriously, there's so many of us that we put the spandex industry back in business," he joked, causing Hat Kid to laugh.

"Anyways, that's part of why I'm here. A friend of mine called me and said that there was a problem with time in the multiverse of the CEO. He was busy, so he sent me here to help protect and retrieve the time pieces with whoever was their protector, so in other words, you. He sent me here in a wormhole, and I ended up face planting into your pillow mound. The rest, you already know," he finished. It was only fair to let her in on the whole reason he was here. After all, he was by all means a multiversal hitchhiker on her ship.

Hat Kid sat wide eyed as she attempted to absorb the mountain of information he had dropped on her. _He's from another universe? No wait, another multiverse? Well I guess that's why nobody knows him on this planet_ she reasoned. She would have a lot to think about.

Spider-Man then inquired, "Speaking of the CEO, where is he? I figured if you're the protector of time, you'd have him on speed dial or something, right?"

The little girl's face instantly fell at the mention of the CEO. _There it is again_ he observed. She had gotten that same expression when he had mentioned the CEO when he first arrived. It was clear that she had some history with the man, and it pained her to think about it. Before he could say anything to cover his mistake, Hat Kid looked back at the man with a lost look.

"It's complicated," she mumbled, and Spidey could practically feel the pain of loss from her voice. It was all to familiar to him.

"Don't worry, I get it," he apologized as he quickly tried to change the subject. "Well, you got any other questions? Pennies for my thoughts? Really, I could seriously use them for my rent," he joked, causing Hat Kid to brighten up again and giggle. _That's more like it_ he inwardly said.

She adopted the thoughtful look again before asking him, "You said you met aliens before me. What were they like?"

Peter whistled before saying, "Ohhhhh boy, better get comfy in that seat kid. Now let Mr. Spidey tell you all about the invasion of the Giant Purple Raisin..."

For most of the morning, they continued their conversation, mostly consisting of Hat Kid asking questions and Spider-Man telling her about his various adventures and stories. She asked him about his fellow super heroes, what life in this "New York City" was like, why J. Jonah Jameson had such an outrageous mustache, and so much more. By the afternoon, she felt she could write a whole biography on the wall crawling warrior. For the rest of the day, the duo spent it playing video games and playing with Roombi as they awaited nightfall to join mustache Girl on her assault on the Mafia HQ

* * *

Far away in another solar system, a figure sat in a meditative pose, staring up into the void of space. He wore a black cloak and a dark purple uniform with a red, shattered hourglass emblazoned on his chest. He looked to the stars as his blood red eyes narrowed.

"So that whelp Tim managed to get a distress call out, eh?" he darkly muttered. "No matter, I'll crush this new insect along with the CEO's little protege." He then grew a sinister smile. "I'll be seeing you soon Hat Brat."


	5. Mafia Mayhem

**Thank you all again for the follows, favs, and especially the reviews. They really do mean a lot!**

**Thanks for the kind words Mad King C, and I certainly hope it is. Also unfortunately, I can't seem to find a proper way of integrating THAT character, especially for the role that I have planned for the mysterious man, as it just wouldn't add up. But we will find out more about him later.**

**Hehe, glad you liked the reference Katoptris (:**

**Everyone will need to forgive me if the jokes are lame. I'm not nearly as funny as the real Spidey haha, so the jokes might need some work as I get used to writing the character**

* * *

Before long, night had fallen on the Earth, and Spider-Man and Hat Kid had suited up in preparation for the impending assault on the Mafia HQ. They had been told by Mustache Girl that she would be waiting for them outside the building, and they weren't planning on being late for what seemed to be a momentous occasion. Hat Kid readied her trusty raincoat and her various hats, and Spider-Man ran a quick equipment check in the kitchen before they beamed down.

_Already used 4 web cartridges in 2 days. Definitely gotta be more conservative_ he mentally noted. While he had packed extra cartridges in preparation for whatever Strange would have him do, he did not expect to become so reliant on it. Then again, he also wasn't counting on losing his powers in a foreign multiverse. He knew his webbing formula by heart, so hopefully he would get the chance to get his hands on the chemicals and produce some more. For now though, he would need to trust his enhanced reflexes and agility to get him through any more sticky situations.

As he finished loading a new cartridge into his shooter, Hat Kid reappeared in the kitchen, asking him, "Ready?"

Peter smiled as he slid on his mask. "As I'll ever be," he replied.

Truth be told, raiding a criminal HQ was nothing new to Spider-Man. His lack of powers caused him to be slightly unnerved, but he was mentally prepared for what was to come. Plus, having a magical alien supergirl as backup didn't hurt either. He was brimming with confidence.

Hat Kid went up to the telescope and looked down to Mafia Town. Finding an appropriate spot to touch down, she angled the telescope and pressed the button. The two disappeared in a flash once again.

* * *

The two arrived at the base of the Mafia HQ geyser just in time for it to start raining again. Hat Kid silently thanked herself for her raincoat, as the rain was coming down harder than the night before. Spider-Man once again shivered as he analyzed their surroundings.

"So, how are we gonna get up there? My webs can't reach, and unless you can secretly fly, we're out of luck." he perplexedly stated.

Hat Kid then looked around and saw a strange cauldron with large hole on the side. She tapped Spidey's shoulder and went to examine it. After a little hypothesizing, she jumped into the cauldron, earning a surprised shout from the vigilante. He was even more shocked when the cauldron tilted skyward and _launched_ the child high into up onto the headquarters platform. Realizing it was a cannon, he sighed in exasperation.

"Well, beats standing here and shivering in me timbers," he conceded, climbing into the cauldron and preparing for the launch. It expelled him at great force before he landed on the platform. Landing next to Hat Kid, the little explorer laughed as the hero stumbled around, disoriented by the force and impact.

"Let's not do that again," he shyly chuckled, to which Hattie only gave a smirk in return.

"You two took your time!" a familiar accented voice called. "Help me out here!"

The hero and explorer looked to where the voice came from and saw Mustache Girl being cornered on a roof by three Mafia thugs throwing cans

"Nice to see you too," Spider-Man sarcastically greeted, looking at the situation with mild amusement. He and Hat Kid then rushed the Mafia goons to assist the mustached vigilante.

The Mafiosos heard the approaching footsteps of the two. Just as the first thug turned around, he heard someone yell, "Fore!", and was greeted with two red boots to the face, causing him to stumble.

"Come on, tough guys. Try picking on someone in your own weight class. Then again, with those beer bellies, must be hard finding one," taunted Spider-Man as he slipped into a fighting stance. He flicked his hand in a challenging motion to rile up the Mafia goons further.

One Mafioso stepped up to the challenge, exclaiming, "No one insults Mafia's weight and gets away it!" He then motioned to his comrade, saying, "Fellow Mafia, let us teach Insect-Man a lesson on respect," before he was joined by the goon on his left while the last one attacked Hat Kid.

"How are you gonna teach when you don't even know the difference between an arachnid and an insect?" jabbed the New York vigilante.

Dodging under a punch from one Mafia and an attempted kick from the other, Spidey jumped up and punched the first goon in the face while simultaneously kicking the other in the face as well. _If gut shots won't work, then I'll go for the head _he inwardly strategized. Though he did not have the strength to hurt the Mafia goons, he had the speed and agility to keep himself from being hit, as even without Spider sense, the goons' punches were abysmally slow. He managed to dodge a few blows and counter accordingly, slowly wearing out the Mafia goon. Then, after limbo ducking a right cross, he back hand sprung onto a nearby wall and bounced off, flying at the gang member with a flying punch. It connected and staggered him into the wall, allowing Spidey to web up his legs and hit his head on the wall, knocking him out.

Believing Spider-Man had forgotten about him, the second goon made to tackle the web head to the ground. Spidey let him come close before turning around with lightning reflexes and webbing him in the eyes, jumping backwards as he did to avoid the tackle.

The Mafia panicked yelping, "What is this?" as he tried to rip off the webbing to no avail.

"Dude, you sooo haven't been paying attention at all?" deadpanned Spidey. Did the black spider emblem on his chest not give it away?

Deciding to put an end to it, he tripped the mafia over as he hog tied him with his webs. He then pulled the large goon over to his friend, who was still slumped over from the discombobulation. Looking over to Hat Kid, he could see that the little girl had already finished dealing with her opponent. She was currently looking up at Spider-Man with admiration in her eyes. _Where did he learn those moves?_ she thought. She knew he was a good fighter after hearing his stories, but it was much different seeing it in person.

Mustache Girl had seen the spectacle as well, hopping down and bouncing over to Spider-Man.

"Wow! Where did you learn to fight like that? What are you, some kind of superhero? she excitedly inquired.

Spidey rubbed the back of his head. "Actually, yeah. Who else would wear these ridiculous tights?" he joked.

At that, MG's respect for the man grew. He's a real superhero! Surely then with his help and that little hat girl, they can take down the Mafia once and for all! "With the two of you, the Mafia won't know what hit them! Good job guys," she congratulated, earning a shy smile from Hat Kid and a nod from Spider-Man.

MG then jumped on one of two buttons in front of the entrance. Seeing the other button on the other side, Hat Kid inferred that they both needed to stand on them to make it work. She hopped on the other button, and the doors to the headquarters opened to them.

"Let's go. It's showtime baby!" shouted MG as she charged head first into the HQ. Meanwhile, Spider-Man hung back with Hat Kid.

"Is it really wise to charge into a criminal headquarters from the front door?" he rhetorically asked Hat Kid. She simply shrugged, asking him, "Do you have any better ideas?" as she ran in after MG.

He shook his head as he realized there were no alternatives and followed the girls into the base, a strange sense of nervousness setting upon him.

When they entered, Hat Kid and Spider-Man were immediately assaulted by a multitude of can throwing Mafia members at roulette tables.

"What's next? Pitchforks and torches?" asked Spidey to no one in particular. He suddenly saw a can beaming straight for his face. Using his enhanced reflexes, he side stepped the projectile, just in time as it hit another can thrower in the face.

"Talk about instant karma," he said before looking to where Hat Kid had gone. He spotted her heading towards the theater. Looking up, he saw why. A Mafioso had picked up a time piece and was heading into the theater. Hat Kid tried to make a dive at the man and grab the time piece, but she was intercepted at the last moment by the bouncer.

"No little girls allowed in theater," he bluntly stated.

Hat Kid tried to sidestep the large man, but he was surprisingly light footed compared to his compatriots. Every move she tried to make, the bouncer would block her path. Eventually, she gave up and stuck her tongue out at him before running back to Spider-Man, who was sitting on a bar stool.

"No dice?" he questioned. Hat Kid gave a shake of her head. "Well let's find Mustache Girl. Maybe she saw another way in," he sighed. Hat Kid nodded and ran off, searching for either MG or a way into the theater.

"What is troubling you spider person? Mafia would give drink, but do not know what aliens drink," the Mafia bartender asked.

Spider-Man turned his head to look at the large man. He was one of the few Mafia goons who were distinguishable from his companions, wearing a black tie instead of the standard 'Kiss the Cook ' apron with a handkerchief in his suit pocket.

Spidey politely declined the drink and sighed, "Let's just say I have some major time management issues." The bartender nodded as he washed a wine glass with the handkerchief.

"Mafia understand, Mafia too sometimes have trouble with work schedule," he said. "But whatever problem is, Mafia sure you can deal with it. You look like tenacious type, not leave problem alone," causing Spider-Man to blink his lenses. He hadn't expected the goon to even offer him a drink, much less a compliment. Maybe they weren't all so bad.

"Thanks, you know, you're a lot more likeable than your buddies by the roulette tables." said Spidey.

The large man just smiled before he looked at Hat Kid rapidly running around the casino. "Little child seems to take liking to you, much more than to Mafia. She seem good judge of character, so Spider must be doing something right. Like she look up to you. Look out for her, she seem troubled as well," he advised before turning towards the kitchen.

"Other little girl run into kitchen, if you are looking for her," he informed the web slinger. "She look like unruly type. Keep eye on her."

_Ohhh you have no idea_ Spidey thought inwardly before thanking the bartender and waving Hat Kid over, the Mafia's advice lingering in his head, especially the last part.

The duo ran into the kitchen and found MG standing by a heavily locked door.

"There you are! I've been trying to get this door open, but I can't find the key." the mustached vigilante said, kicking the giant lock. "Go ahead kid! Open this thing up and I'll keep guard here," she said to Hat Kid, causing the other child to nod.

Hat Kid grabbed Spider-Man as a knowing grin crossed her face, but they were stopped when MG called, "Wait! I need to talk to the spider guy first." They looked back at each other, before Spidey motioned that he would be with her in a moment. Hat Kid nodded and left the kitchen, leaving the two vigilantes.

"I'm glad you two came to help me out, sometimes it gets tough taking on the Mafia all by myself. It feels like I'll never free this town," confessed the hooded girl with a solemn look.

Spider-Man blinked at the confession before comforting her, stating, "Hey, you're not alone. I've put away enough wannabe godfathers and crime lords over the years to flood this entire _island_. It's never easy, but just don't forget what you're fighting for." encouraged the web slinger. Not his best pep talk, but he still had some reservations about the girl.

She smiled, saying, "That means a lot coming from an actual superhero, thanks." Spider-Man gave a thumbs up before dashing out the door to find Hat Kid. Unbeknownst to him, he had became a catalyst for what was to come.

Back in the casino, Spidey saw Hat Kid waving him towards the bathroom hallway

"Found something kid?" he asked. The child nodded as she pointed to the end of the hallway.

In the middle were 3 buttons as well as a gate. Behind the gate lay a large key, large enough to fit in the kitchen lock they had seen. Spidey saw Hat Kid standing on one button. He inferred that the gate would only lift if all 3 buttons were pressed at the same time. He tried to step on the two buttons at the same time, but they were too far apart, leaving him doing the splits in an attempt to reach.

"Alright, new plan, we find something heavy enough to hold down these buttons," Spidey said, sore from the extreme angle he had put himself in. Hat Kid agreed and they exited the room, trying to find something they could us placeholder.

As soon as they exited the room, the duo saw a Mafia man holding a plate of pasta, if it could pass for that. Its "tomato sauce" looked more orange than it should be, and it had horrible texture, looking chunkier than Sandman in a water park. When he walked past them, they scrunched up their faces after breathing in the scent of the atrocious dish, smelling of rancid fish and grease.

"For the Mafia of Cooks, these guys don't know lamb sauce from steak blood," Spidey disgustedly remarked, with Hat Kid giving an "ewww" of agreement.

They saw the man sit down, ready to dig into his horrendous meal, before he realized he forgot a drink. Heading back to the bar for a glass of wine, the pair was shocked when they saw a white blur zip down from the ceiling towards the dish before disappearing back up to the rafters. The two approached the forbidden meal, to find it was replaced with something much more appetizing. The tomato sauce actually looked red enough to be tomato sauce, as well as being textured much better than the mess that lay there a moment ago.

The pair then turned their heads upwards before Spidey grabbed Hat Kid by the arm, telling her, "Going up," as he shot a web to the ceiling and pulled, eliciting a "Whoa!" from the little explorer. In an instant, they were pulled up to the ceiling and onto the rafters. There, they saw a lone figure standing on some planks, buckets of shrimp and a refrigirator next to her.

They crossed the series of wooden paths before arriving on the planks when Hat Kid tapped the figure on the shoulder from behind. "Excuse me? Why did you take the bad food?" she innocently asked.

"Oh! Hello there sugars!" replied the figure, turning around and revealing a feline face to the two, slightly surprising them. "Well the Mafia are terrible at cooking, so much so that I'm sure someone would _die_ if they ate the Mafia prepared food."

"I wouldn't put it past them, that pasta smelled like my old gym locker," jibed Spidey.

"Well fear not, because Cooking Cat is here!" she introduced. "And who might you be?"

"I'm Hat Kid!" she introduced.

"And I'm Spider-Man. Nice to meet you Roug-I mean Cooking Cat," He corrected, catching his slip of the tongue. She did have The X-Man's southern accent after all.

"A pleasure," beamed the feline. "I'm here because I prepare the actual dinner up here, and swap the food before anybody eats the Mafia's cooking. We wouldn't that happenin' now would we?" said the cat, as all three shuddered at the thought.

"Well, we'll leave you to your job then. Come on kid, we need to find something to open that door," stated Spidey as he prepared to hop down from the ceiling.

"Wait!" the little girl exclaimed. "Ms. Cat, can we use one of those buckets?" she inquired as she pointed to a large bucket full of shrimp

The feline nodded as she told her, "Go right ahead you two! That shrimp is expired anyways, been meaning to throw it out sometime soon. And please honey, no need for Ms. Cooking Cat is fine," she corrected.

With a grateful smile, Hat Kid thanked her before grabbing two buckets and handing one to Spider-Man. Waving goodbye to the cat, the two jumped back down to the ground without anyone seeing their entrance. They then lugged the buckets over to the hallway and set them down on two of the buttons. While Spider-Man stood on one button, Hat Kid ran in and grabbed the key they needed for the lock in the kitchen.

"Yay!" she rejoiced as she victoriously held up the large key. Spidey gave her a thumbs up, amused at her innocent demeanor before beckoning her over.

"Come on, let's go open that lock," he said, and the two went back into the kitchen after dispatching a Mafia guard. They met up again Mustache Girl, who grew excited at the sight of the key.

"Alright, now we can go in and knock their lights out!" she yipped. She then stuck the key into the lock and twisted, breaking all chains and snapping the lock that held it in place.

"You two go on ahead, I'll be with you soon," MG assured.

The duo nodded before heading into what seemed to be the freezer. From various hooks and shelves around the room, different varieties of fish hung from hooks. The two now understood why the entire joint smelled like dead fish; because it WAS dead fish.

Hat Kid fought with all her willpower to not crack a fish joke. It was so tempting...

Spider-Man meanwhile held no qualms. "Whale I hate to take the bait, hali-BUT dear COD, salmon had to say it," he amusedly said, causing Hat Kid to grab her sides as she laughed her heart out. _Nothing beats the classics_ he remarked as he watched the hatted child continue her laughing fit.

After inhaling mouthfuls of air and shortening her guffaws to giggles, Hat Kid hopped on top of one of the fish racks and waved for Spidey to follow. She was hoping there was something useful they could use to advance further. Looking to her left, she spotted a large chest in the back corner of the room. Curious, she hopped across the top of the racks with Spidey following behind. Hopping onto a set of crates, the pair went up to the chest before Hat Kid pried it open with her increased strength. She then leaned into the chest before smiling with glee as she pulled out a yarn ball, one that neither of them had seen so far.

"Another yarn? Nice going kid," said the webslinger. "Now what are you gonna make out of it?

Hat Kid thought long and hard on the design and ability of what will be her newest hat. After all, like MG said, being creative isn't free. She pondered the possibilities before settling on an idea and tossing up the yarn in the air.

"Bim, Bam! Shazam!" she joyously proclaimed as she held up her latest masterpiece. It was a pointy witch's hat with what seemed to be various chemicals attached to the sides of it. She proudly adorned her newest creation as a belt appeared around her waist magically, lined completely with volatile looking potions.

"Kid? That looks about as safe as a bottle of cyanide. What can you even do with that?" asked the costumed wonder.

She donned a wicked smile on her face as she pulled a potion from the side of her belt and shook it vigorously, enough so that it began bubbling. When it looked about ready to burst, she tossed it at a crate. Instantly, the great exploded and out came a plethora of pons, much to Spider-Man's great shock.

"Yeesh! You play hot potato hard core around here don't you?!" a bewildered Spider-Man yelped.

"Mwahahaha," Hat Kid lowly chuckled. Spidey would have been disturbed if it wasn't so adorable.

Just then, the feeling from when he got his agility back returned. Only this time, he felt it across his entire body surface, from his hands to his toes. He smirked under the mask as he flexed his fingers.

"I think we're in business again," he said.

Before Hat Kid could question what he meant, he jumped down from the stack of crates they stood on. The little explorer went to the edge to look down at him, but instead, she ended up staring straight into his white eye lenses, _one foot away from her face on the side of the crates._

"Wooo! Stick-em-powers are back!" celebrated Spidey. He then pushed off the crates and jumped onto the adjacent wall, adhering to it with ease.

"Oooooo" admired Hat Kid. He had told her about some of his powers in their breakfast chat, but it was entirely different seeing them in action.

"Pretty neat right?" he asked as he crawled up onto the ceiling, showing off to the little adventurer. She nodded, clearly impressed. He then detached from the ceiling before spinning a web and rappeling upside down. From there, he caught a glimpse of something.

"And looks like I found us our ticket out of here," he pointed out, motioning toward an air duct. Jumping down from the web, he told the child, "Hop on," while motioning towards his back.

Once she did so, he jumped back up onto the ceiling before crawling over to the duct and hopping down on another stack of crates, surprising Hat Kid with the sudden and disorienting change in view

Smiling at the familiarity of the situation, Spider-Man pointed at the duct in a dramatic fashion before proclaiming, "Welcome to my home away from home, air vents. Mi casa es su casa," while making sure to look overly formal. Hat Kid laughed at his antics before getting on all fours and crawling into it, Spider-Man following close behind.

* * *

After a while of crawling through the ventilation shafts, the pair of would be spies came across an opening after what seemed to be an eternity. Nodding, the two jumped down the shaft and into a room full of gold. and jewelry.

_Looks like Wilson Fisk's entire net worth was stored here_ Spidey gawked. There was nothing but riches from wall to wall. Pons, jewels, you name it, and it seemed the treasury had it. Before he could stare any longer, Hat Kid tugged him by the arm and motioned him out the door. Obliging, the two exited and found themselves in what seemed to be a throne room with a red carpet. Their eyes followed the carpet up to the throne, where a man in a red suit and chef's hat stood with two body guards. Clutched in his hand was the time piece.

"Guess that's the head honcho up ahead." Spidey pointed out. Hat Kid nervously nodded. They shared a look before they slowly walked down the carpet towards the throne. It was then that the imposing man noticed the two approaching him.

"You must prove your worth before you face ME!" he addressed them.

As if on cue, a gate slammed down in front of them, and from adjacent rooms emerged two Mafia goons on either side. They surrounded the duo as they both got ready to fight.

"Remember us, little punks?" One Mafia yelled.

"Uhhh not exactly, no," replied Spidey, racking his brain to find anything distinguishing about these particular Mafia.

"We will make you regret humiliating Mafia when teaching lesson," said another, and that was when it clicked in their heads. These were the same goons who the two took down together when they first met. Spider-Man was surprised they even came back after the butt kicking they took.

"Ohhh you guys. Nice to see you again shrimp shape. Still skipping leg day I see," mocked the hero, baiting a Mafia into a punch. Spider-Man easily ducked under it and did a somersault backwards, kicking him in the chin. Hat Kid took this as her opening, jumping into the fray with her homing jump, just like she did the last time she faced these dolts.

"How did you...? started the Mafia, before catching a flying knee from the webbed wonder, knocking him out.

"Ha! Are your learning curves a flat line or what?" quipped the arachnid. The rest of the goons fell easily to Spider-Man and Hat Kid's combined attack. When it was over, the duo made their way up to the throne, where the boss was stroking his chin in thought.

Suddenly, he jumped off his throne and hopped right in front of them. "So... it is you!" he harrumphed.

"Wow, you know me? That makes me feel all warm and fuzzy," quipped the web slinger.

"Ever since you landed in Mafia Town, it's been raining with Time Pieces," the large man said. Under their tough facade, the two grew nervous. This man knew about the time pieces. He must know about their power too.

"You must be very lost, kid with the hat and man of spiders. I haven't seen time pieces for over a hundred years," the boss stated.

"Dude, you're a century old? I bet your beauty care bill must be a TON," jabbed the arachnid.

Restraining his anger at this clown's insolence, the Mafia Boss kept a calm composure, stating, "In any case, this piece belongs to the Mafia. If you want it, we'll have to settle it in true Mafia style!" The lights then turned off all around them, and they were shoved away in the dark.

When the two's captors stopped shoving them along, Spidey and Hattie looked to their right to see a massive crowd of Mafioso gathered in a theater. They prepared themselves in fighting stances. This couldn't be good.

"Lights!" they heard someone call out. "Action! It is... showtime!" it said before a spotlight fell on it, revealing it to be the Mafia Boss, now brandishing two machetes. Peter didn't need spider-sense to tell him the situation had just gone from bad to worse.

"No thanks, I was always more of a backstage kinda guy," Spidey said before trying to fire a web ball at the fiend. Instead of smacking him in the face, the web ball was cut to pieces as the Boss tried a spin attack with his machetes, charging straight at the two. Hat Kid jumped over his head while Spider-Man shot a web line to the ceiling, both jumping out of reach of the Boss' blades.

When Hat Kid landed, she noticed that he was turning back around for another pass. Then she saw something else happen. He began glowing, but not red like his goons do when they drink that potion. He turned blue, and it looked like he had left an opening at the top of his head. Taking this as a sign of weakness, she jumped up and did a homing attack straight into his face, praying her hypothesis was correct.

It fortunately was, causing the Mafia Boss to stagger back before he back flipped off the edge of the stage. Spider-Man picked up on Hat Kid's little test, noting that blue was their cue.

As Spidey tried to climb up onto the ceiling, he noticed his web line had dropped. Looking up, his lenses widened as he realized he had webbed onto a heavy sandbag. Suddenly, they heard a whistle, and the sand bags dropped down, dropping Spider-Man with it.

"Oof!" grunted Spidey as the sandbag fell on his chest. It was rather heavy, causing him to be stunned for a few moments while Hat Kid ran around, trying to avoid sharing his fate. _No matter where I go, why am I always getting beat up by sand?!_ he incredulously wondered as he sprung back to his feet, Hat Kid by his side.

The Mafia Boss had jumped back on stage before winding up again. Preparing for another spinning barrage, the duo were surprised when he yelled, "Super charge!" causing electric waves to start zapping the floor beneath them.

"What the heck! Amp it down there buzzkill!" yammered the hero as the two hopscotched over the waves, trying not to get electrocuted. Eventually though, the Boss became dizzy, turning him blue and leaving him open to attack.

"Sayonara Mr. Monopoly!" yelled Spidey as he attempted to fire a barrage of web balls and incapacitate the chef. Unfortunately, all that came out was a pathetic glob of web fluid, landing two feet in front of him.

"Seriously? Of all times?" panicked the vigilante. Of course his web fluid ran out just in time for the literal boss battle. Hat Kid noticed this and grew nervous, realizing that Peter couldn't dodge as effectively now.

The Mafia Boss smiled, "So, it seems you are out of webs. A shame," before unleashing another set of spinning charges. This time, Spider-Man had a much harder time dodging his high speed passes, even with his advanced reflexes. On one particular pass, he wasn't able to dodge in time, causing him to get grazed across his chest, tearing the spider logo and some of his skin off.

"Aghhh!" yelled the hero in pain as he put his hand to his chest. It was a superficial cut, nothing that would be life threatening, but it looked very bad on the exterior. Hat Kid saw this and gasped before rushing to the hero's side, hoping he wasn't too injured.

"I'm fine, I'm fine," winced Peter, standing back up and getting ready to defend. Hat Kid looked worried for the man, but she couldn't talk now, they were fighting for their lives.

The Boss had taken that moment to hop to the back of the stage and toss his machetes to either side. The two noticed them closing in on them and began to back up to center stage. Once they were back to back, a large shadowed appeared over them. Looking up, they saw the Mafia Boss bearing down on top of them!

_BAM_

The two dodged out of the way, but soon realized that the machetes had picked up speed and were closing in on them. Hat Kid grew fearful. _I don't want to become Hat Cutlets!_ she panicked. Looking back, she saw Spidey was backed into the same situation. She needed to think fast!

_Wait, he's not doing anything!_ she realized as the Mafia Boss stood still, waiting for his knives to return, as well as lighting up blue. Quick as a flash, she turned around and gave him a big whack to the head, stopping his machetes cold. He then flipped back into the audience and whistled, calling down the sandbags again, but with one of the goons charging at the heroes from the side of the stage. They managed to dodge both the bags and the linebacker of a man as the boss jumped back onstage.

Spider-Man noticed that the man was getting red, his anger barely restrained as a vein popped out from his forehead. He had seen this many times throughout his career as a crime fighter, so Spidey did what Spidey does best.

"Come on tough guy, think you can beat us like that? Your aim is worse than your five o'clock shadow!" called the web slinger.

The Boss grew impatient. How dare this wretched buffoon mock him!

"And what's with that hat? Everyone knows top hats are all the rage these days. Well then again, you're just rage," the arachnid again jabbed.

This was unacceptable!

"Dude! Is that garlic, or your body odor I smell?" quipped the vigilante.

**ENOUGH**

"Rghhhghrrrghgrh!" the Mafia Boss incoherently sputtered as he hopped with rage. He would see this insect on a platter before the night was done! Meanwhile, Spidey smiled under his mask. _Spider wit strikes again_ he thought.

The Mafia Boss then grew a sinister smile as he whistled, and from the ceiling, a rope fell down with Mustache Girl attached to it, shouting all kinds of obscenities at the Boss.

"I've got your friend captured, and soon, you will all perish!" he threatened, causing the heroes to take the defensive again, anticipating what would be thrown at them next.

"Mafiaaaaa Ball!"

The trio looked in confusion and fear as Mafia started jumping into a smoke cloud. Their fear only grew when out of the smoke, a giant Mafia Ball came rolling towards them, with the boss standing on top.

"What the heck is THAT?!" screamed Spidey. Every scientific brain cell of his tried to comprehend how that was even possible, while the rest of his brain tried to find any outcome where they don't get flattened into the Mafia's early bird special.

"Who cares? Get out of the way!" yelled MG from her post.

Just before the two were about to be crushed, they noticed a sizable groove in the ball. Peter thanked whatever Mafia member was sleeping on the job as he grabbed Hat Kid by the arm and slid them into the hole before they got ran over.

"Hat Kid! Hit him already!" yelled MG from the ropes.

"I'm trying!" she desperately yelled back. It was as if the other girl couldn't see the _ridiculousness_ that was happening in front of them.

"Climb up and hit him!" she yelled again.

"You have got to be the bossiest damsel in distress I've EVER had to rescue," Spider-Man shot, but he took her advice as he saw the Mafia ball opening rotating upwards again towards the Mafia Boss. Hat Kid saw this as well, as they simultaneously timed their jump into the groove so that it would carry them up. Once they were in range, they both hit the Mafia Boss, causing the ball to disperse.

"I'm gonna get you!" the steaming Italian screamed before yelling "Ultra charge!" as more electric waves came at the two at a faster rate. He then put even more power into his attack, gollering, "Mega charge!" before the waves came even faster than the ultra charge, the two of them barely able to keep up.

"Maybe you shouldn't have made him angry," Hat Kid said to Spider-Man.

"Trust me, the angrier he gets, the sloppier he'll be. And the more it will tire him out," he replied between leaps.

As if on cue, the onslaught ceased, and the Mafia Boss clutched his head, getting a sudden wave of vertigo. The two rushed him, and this time, their attacks did more than stagger him, they caused him to fall down. He stood back up as he threw another tantrum, opting to use his spinning attacks again. The two managed to figure out his patterns until they were nearly untouchable, repeating the cycle over and over until the Mafia Boss gripped his heart, exhausted from the effort he had exerted.

"Mafiaaaa ball!" he cried out in one last desperate attempt to slay the two interlopers. By now, the pair had learned how to traverse the Mafia Ball. Hat Kid climbed up the ball and smacked the man backwards into center stage. As he struggled to stand up, he heard a rope being strained. He looked up just in time to see Spider-Man swinging by one of the stage ropes, feet out and ready to give him the boot.

"Sorry pal, it's curtains for you," he quipped before his feet plowed into the Mafia Boss' face.

"It can't be!" he yelled as he went sailing into the audience, the time piece slipping out of his pocket. Spider-Man and Hat Kid stood there panting. They did it, they had triumphed over the Mafia.


	6. Bonds, Rifts and Science

**Hello again all, thanks again to everyone who supports this story so far. It's been a joy writing this (:**

**To Katoptris, thank you for the compliment, I'll keep it up (:**

**To Mad King C, thank you for the review and suggestion. I actually just used the original dialogue from the game before it got changed haha, but I may have a way to incorporate the 100 years detail. And I'll keep that in mind. I'm having lots of fun writing this story, so a sequel isn't impossible. It will depend on my work load at the point in time, but I will definitely consider it.**

* * *

Hat Kid picked up the time piece from the ground where the Mafia Boss has dropped it, sighing with relief that the battle was finally over. Looking behind her, she saw the Mafia all staring at her, Spider-Man, and Mustache Girl, whom Spider-Man had cut down from her rope, with frightened eyes. The Boss was defeated, and they were next! Screams of terror broke out as the trio looked at the gathered crowd of Mafia, fleeing for their lives from the invaders.

Once everyone had cleared out, Hat Kid began walking over to Spider-Man to check on him and his wound, time piece held in her hands. The next thing she knew though, a cloud of smoke had slammed into her, eliciting a "Whoa!" of surprise from the young girl. She looked back down at her hands after she stopped spinning, only to find that the time piece was no longer in her hands.

"What?" she wondered.

Turning around, she saw MG casually tossing the time piece in the air as if it were a ball. Both Spidey and Hat Kid's eyes went wide as she tossed around the magical artifact.

"So what do these things do anyway? Are they some sort of rare collector's item for nerds?" she taunted, emphasizing the last word. Spider-Man could feel his heart in his throat from the anxiety.

"Don't touch that!" he tried to warn, but it was too late.

MG missed her catch after tossing up the piece just as Hat Kid frantically tried to catch it. Right as she got there, the time piece hit the ground, causing time itself to freeze for a few moments before rewinding back a few seconds.

"Are they some sort of rare c... wait, huh?" she stopped.

She looked down at the fallen artifact with shock, piecing together what just happened before staring at the other child and spider.

"Whoa, WHAT?!" she exclaimed at her revelation. "Wha... did, uhm, you know about this?" pointing at the artifact in question.

Hat Kid took back the time piece without hesitation, before she gave a hesitant nod. She knew of the time pieces' power, but she had also heard how lesser men and women were consumed by their obsession for them, influencing their dark sides. The only ones besides her who knew of their true potential and consequences were Tim, and to some degree, Spider-Man.

Mustache Girl meanwhile burst into glee. "This is crazy! Do you even realize what could be done with these?" she yammered, thinking of the implications. "We could make it so that you never got punched in the face by the Mafia that one time!" she suggested, taking a step towards Hat Kid.

"We could beat up the Mafia, travel back in time, and then beat them up again!" she suggested again as she took another step. Spider-Man could see the younger child growing uneasy with the blonde's advancing requests.

"No, wait, we could make it so the Mafia never arrived on the island!" she said as she now leaned up against Hat Kid, now visibly nervous and uncomfortable.

"I don't th-" the young explorer started, desperately trying to escape from Mustache Girl's grasp.

"Wait, wait, wait, even better! We could be crime-fighting time travellers!" the star eyed girl interrupted as she pulled even closer. She was brimming with excitement at what they would do first with this new pow-

"No," cut in a somber voice.

The two turned to Spider-Man, who had finally spoken. "We can't do that," he stated, not a hint of humor present in his voice.

Hat Kid took this moment to pull away from Mustache Girl with the time piece. She held it in her hands before shaking her head and putting it in her pocket.

MG had a betrayed look on her face. "Wait, what? This doesn't make any sense! You have all this power, and you're not gonna use it to fight evil?" she asked in an acidic tone.

Spider-Man narrowed his lenses as he delivered his famous mantra. "With great power comes great responsibility, but you're talking about power no one should ever have, good or evil," he said, deathly serious.

He had seen the effects of absolute power corrupting someone with pure intentions: when he encountered his future self in 2099 as he tried to play God. Since then, he made it his responsibility to never become the power hungry megalomaniac his future self had become. And now, it seemed his responsibility extended to keeping that power away from others, no matter who they were.

Hat Kid was surprised to say the least. She had never heard such conviction in the playful superhero ever since they met. It seemed he too understood the ramifications that resulted from tampering with such power. Putting her hands on her hips, she shook her head, emphasizing Spider-Man's refusal with her own.

Mustache Girl turned away from them with a look of hurt and anger.

"If you're not gonna use them to fight evil, then I will," she said in a bitter tone before getting directly in Hat Kid's face. "I'm not gonna let this island remain as Mafia Town! I'll collect all the time pieces for myself! You have my word on it!" she screamed before running out of the theater.

Spidey looked disappointed that their newest ally had quickly become their newest enemy. He then patted his pockets as he felt suspiciously lighter. He then realized with a start that the little hooded girl had _robbed _him. Judging by Hat Kid's patting, it seemed that she had ganked her too.

"Don't worry about her Hattie, she's not-" his voice fell as he looked directly at Hat Kid's face. It was a mixture of anger, betrayal, but predominantly, sadness. She had just lost her first friend on this planet. All because she was trying to do her duty. It must be taking a huge emotional toll on someone so young...

Gently, Spider-Man kneeled down to her height as he wiped a tear from her face and put a hand on her shoulder as she sobbed.

"Kid, don't ever feel bad about what you've done here. No matter what she had planned, she can do it without lording over time itself. You have a duty, a responsibility, to keep those safe," he said as he pointed to the time piece. "Without you, reality would've fallen apart at the seams. I know you think that she's justified for taking them, but she isn't. Don't listen to her. You did the right thing, and I promise you I'll have your back for whatever comes next," he finished as he embraced her in a hug.

At first, she simply lay her hands at her side as she processed what was happening. Then, she slowly wrapped her arms around him before giving him a tearful hug back. He was right, a small part of her still harbored the idea that Mustache Girl was right, and that she herself was the villain of the story. And she still felt sad that yet another person in her life had run out on her. But after the reassurance from Spider-Man, she knew that she had done the right thing. Better yet, she knew beyond a shadow of a doubt that Spider-Man was here for HER. Not the time pieces, not because he was forced to, but because he genuinely wanted to help her in her quest.

To be her friend.

Pulling out of their long hug, Spider-Man then nudged her on the shoulder. "How about we go back home?" he suggested.

It had been another long night, and they deserved some well needed rest. The little alien nodded, wiping the last of her tears from her eyes as she held up the time piece upwards, beaming the heroes up to the ship.

* * *

Back aboard the ship, the pair appeared in the middle of the main hall. They were getting ready to head to bed, before they were alerted by a computer screen flashing before them. Realizing what was happening, Hat Kid, still slightly puffy eyed, ran up to the console and tapped it.

"Boop!" she said, causing Peter to break into an uncontrollable grin at her innocence. At that, the screen cleared, and power seemed to restore to the door and room.

"Let's go," she said, beckoning the wall crawler to come in. Spidey followed her, wondering what part of the ship was now available.

Entering the room, he saw an assortment of machines and computers he could only guess the purpose of. There were monitors of all sorts scattered around along with book shelves with various contents like encyclopedias, children's story books, and manuals on time pieces. _I think I just found my new favorite place _Spidey said to himself, his scientific mind cheering at all the technology around him.

"This is the machine room," Hat Kid greeted tiredly.

"Impressive," commented Spidey as he continued looking around.

As he rounded a corner from the large crate and stairwell sitting in the middle of the room, he noticed two things that immediately peaked his interest. One was a white chemistry bench, his practical home away from home, and birth place of his famous web fluid. He took off his mask and smiled, glad to see that wherever in the multiverses he goes, chemistry never changes.

The other thing that he noticed was a black tabletop with several drawers and cabinets. On it was a prosthetic arm, a computer screen, and several wires strewn all around, along with several electronic creations neatly stashed to the table's side. In the center of the table though was a microscope with a watch under it, making Peter scratch his head in confusion.

"Hey Hattie, what is this?" questioned the superhero, though he had a pretty good idea what it was.

"That's the robotics station. It's fun, I made Roombi with it!" she explained while pointing at the empty Roomba box next to the table.

"Nicely done," nodded Spidey, before asking his second question. "So what do you need a microscope for? Pretty sure there's no such thing as a robo virus," he questioned. _At least not here_ he inwardly shuddered, remembering the "Age of Ultron" debacle and his own time as a techno-organic being.

Hat Kid could see he was intrigued by her machine room, and it brought a small grin to her face. It felt nice to talk shop with him. Well, it feels good to talk to someone in general, but his knowledge only added to Spider-Man's likability for her.

"It's for the nano-tech I have. It's hard to see, so I use a microscope to work on it. But I haven't touched it in a while," she admitted.

"Nano-tech, huh? You know I got something like that back home. What were you working on?" he asked.

"I was-" she started, only to be interrupted by an alarm, causing the two to rush to the computer console in the main hall. There was a blue dot in the middle of her gallery room displaying urgent letters above it.

_Time Rift Detected_

The young alien's eyes widened in shock. _A time rift? What do I do about that? _she frantically thought. She had been briefed about these when she became the protector of the time pieces, but she had never had to deal with one. Quickly, she ran into the machine room again with a trailing Spider-Man before trolling through the numerous bookshelves. Once she found what she was looking for, she set down one of the time piece manuals regarding time rifts before reading it out loud.

"Time Rifts are breaches in the space time continuum that result from a shattered time piece. If the piece is broken, the rift is created as it sucks in the surrounding fabric of reality to fix itself. Unless the rift is repaired, it will slowly keep consuming reality until nothing is left. To repair and seal rift, enter and navigate obstacles until time piece is found. Once taken, rift will seal up and user will be ported out," she read, her and her companion paying attention to every detail.

"Blue rifts are more stable than other rifts. It allows those who enter to restart the rift should they fall off the edge. Grabbing time piece will seal rift," she continued reading.

"Purple rifts are highly unstable due to them resulting from time pieces breaking in vicinity of a life form. Will extract memories from organism and take form of them. Very little is known about purple rifts due to rarity, only that time user must collect time piece before collapse of rift, or fabric of reality may become irreparable," she read off the last part with dread.

Immediately after reading that section, she left Spider-Man in the machine room as she rushed over to her art gallery.

"Wait kid! Let me catch up!" he called to her as he took off after her.

She bolted through the hallway into her art room, and there it was. A blue swirling mass in the middle. Though she was relieved it wasn't a purple rift, it was still very alarming to have a time rift_ on her own ship._

"Slow dow- whoa, talk about artistically cultured," admired Spidey as he burst into the impressive gallery. Numerous paintings mirroring famous works of art in his world hung from the walls, but replaced with Hat Kid or something she had seen before. Quite the designer if Spidey said so himself.

"I'm going in, don't follow me," she said emotionless before jumping head first into the rift.

"Oh no you don't!" called Spidey as he lunged at her leg. Together, the duo seemed to be frozen midair before everything erupted in a blaze of white.

* * *

The two spaceship residents fell out onto a blue platform with a thud. Hat Kid was the first to stand up as she glared at Spider-Man.

"I told you don't follow me!" she shot.

"Yeah, and let you dive into a literal tear in reality? I think not. Besides, I know a thing or two about space time," countered Spidey, slightly confused why she was so adamant on leaving him behind.

"You're hurt!" she pointed out as she looked at Spider-Man's cut chest and costume.

"I've been through worse kid, this won't be any-" he started.

**"I don't want you getting hurt because of me!"** she burst before looking down. "You have powers, but you aren't invincible," she somberly said before looking away with watery eyes. Spidey was taken aback at her sudden maturity, as well as what seemed to be a heavy guilt.

_Darn it Parker, look what you did_ he mentally berated himself. He had been so caught up in fulfilling his responsibilities, he forgot that the kid still saw him as _her _responsibility. He felt horrible for being so brash about it, after all she had just lost a friend tonight, and in her eyes, came close to losing another.

He sighed, "Alright Hattie, let's compromise," he started. He waited till Hat Kid looked back at him before he continued.

"I know I can't keep you from jumping into things like this. It's your job after all, but you can't stop me from coming along, it's what I'm here for. So how about this," he said as he offered a hand. "When we get back from this, we put our noggins together in the machine room, and we science up something to keep me out of trouble. That way, you don't have to worry about me." He paused again before continuing with his side of the bargain. "BUT I'm coming with you on anything related to the time pieces. It's my job too now, and I want to help. You're not alone anymore Hattie, you help me if you let me help you," he said. He then extended his pinkie finger and asked in his best Al Capone impersonation, "Kapish?"

Hat Kid stared at the outstretched finger, a storm of emotions stirring within her. She knew she wasn't going to make him budge on his position, especially with the same conviction he had shown at the theater. On one hand, she did appreciate the help, and she liked having Spider-Man around for his humor and lightheartedness. But after realizing just how MUCH she became attached to Spider-Man, she began trying to keep him from danger in fear of losing him.

It was hard for the young alien, but she knew there was no doubt on what she should do.

Extending her own pinkie finger, she clamped it around Spidey's, saying, "Deal" as she nodded in approval. Satisfied, Spider-Man stood up again and smiled under the mask.

"And Murdock says I'd be a terrible diplomat," he joked before turning to what lay ahead of them.

"Well let's get started then," he declared before the two of them took off.

Jumping across a gap between two blue platforms, they arrived at a wall jumping section of the mini obstacle course before them. Hat Kid wall ran and jumped between them with ease while Spider-Man simply wall crawled along the side, grateful he got this particular power back before this time rift business.

Once they had both scaled the wall, they saw a spinning platform going in circles with paths for them to walk on. They quickly hopped onto the swinging platform as it turned to another rotating block, this time centered around a cylindrical wall. Spidey saw that the wall on the left was too tall for even Hat Kid's amazing parkour to traverse, so as they began getting close to the spinning cylinder platforms, he pointed towards the way they came from.

"You go right, there might be an easier way up that way. I'll go left since I can crawl."

Hat Kid nodded her head. Sure, she was_ technically_ taking orders from her subordinate, but at the moment, she didn't mind, as long as they managed to get through this rift. So following his instruction, when they hopped onto the rotating platforms, Hat Kid immediately went to the next one, using her double jump and dive to correct any midair mistakes. As she came around to the other side, she found that there was a stepping platform low enough for her to reach. Making a big jump and wall running up the side, she scaled the block. Looking up, she saw Spider-Man sitting at the top of the cylinder, staring out into the endless blue. Curious, she joined him at the top.

"Did you see something bad?" she inquired.

"No, just enjoying the view. Who new rips in space time could be so tranquil?" he rhetorically asked, staring out into the blue void. "Check it out, I think that's a whale out there," he pointed out.

Narrowing her eyes, Hat Kid could just make out the shape of a whale in the distance. It seemed to be swimming past that mysterious clock tower in the horizon.

"Pretty," she dreamily said, taking a seat at the edge with the costumed hero.

In the distance, there also seemed to be a peaceful, ethereal music that they hadn't noticed before. It made the two guardians of time feel at peace. For a few moments, they just sat there, enjoying the serenity as well as each other's company.

After what seemed a brief eternity to the two, Spider-Man stood up and stretched.

"Well, we better get moving. That time piece isn't gonna get itself," he told the young alien, prompting an agreement from her as she stood up as well.

Seeing the next platform, Spidey became confused as he saw several balloons lined up towards it.

"What are those for?" he wondered aloud, causing a mischievous grin to dawn Hat Kid's face, before she dove off the platform and at the balloons.

"Wait, Hat Ki-" shouted Spider-Man, but was thoroughly surprised when she started jumping across the balloons like they were trampolines and landing promptly on the platform. She then turned and waved at him to follow.

"I see physics didn't survive the multiverse jump," he commented before web zipping to the platform after having placed his last web cartridge in.

They then repeated this for the next set of balloons and platforms, guiding them to their next obstacle.

Examining the moving platforms and the boxes in their way, Spidey looked to Hattie. "Think you can-"

"blow it up?" Hattie finished with a sly grin before equipping her brewing hat and shaking a potion. They carefully traversed the sliding platforms before Hat Kid gave a vial of explosive to Spider-Man and to herself. Shaking the viles vigorously, they counted down before tossing them at the boxes.

"Bam bam!"

"Fire in the hole!"

The boxes shattered to bits, clearing the way for them to continue while also grabbing some pons from their remains. They again repeated this process as needed before they arrived at another rotating platform. Hopping on it, they spun around until they jumped onto another block and saw their next challenge fall from the sky.

"Of course it's spiders," groaned Spider-Man as two web lines that were not his descended. They looked grotesque, with strange faces on their abdomens and tiny beady heads that don't match their proportions at all.

"Talk about a face only a mother could love," quipped the superhero, causing the little girl to chuckle.

Realizing they needed the spiders in order to cross, they each stepped back before getting a running start. They simultaneously jumped on the first spider's head before Spidey shot a web line and swung to the next wall jump platform. Hat Kid used her homing attack to bounce off the second one, severing its web line. They watched as the spider plummeted into the blue expanse.

"Sorry my fellow arthropod," Spidey called out as he climbed up the wall and watched the spider fall. Even though he couldn't die in this blue time rift, he would rather not fall off the edge like his 8 legged compadres.

At the top, the duo saw another wall climbing section. Then, through squinted eyes and lenses, they saw it. The time piece! Eagerly, they cleared the wall jumping section easily as they hopped onto the middle platform and ran across it, careful not to trip. After hopping across, Hat Kid grabbed the time piece and smiled as they were ported out of the time rift in another flash of white.

* * *

Spider-Man finally opened his eyes after the white flash, relieved to see they were back in the gallery room and not lost between dimensions. He also saw Hat Kid clutching the time piece to her chest before opening her eyes as well.

"Well, that was something," he said, slightly woozy from the warp. That seemed to be a reoccurring feeling with him lately.

"That was so cool!" the exuberant little alien cheered as she held up the time piece. She then looked up at Spidey with a knowing look. "Now for your part of the deal!" she said joyfully as she pulled Spider-Man along by the arm.

"Wha- where's my lawyer? I don't recall agreeing to such a binding contract," he sarcastically remarked as Hat Kid pulled him along.

Emerging in the machine room, the two went over to the robotics station, examining what could be used to improve Spidey's suit defenses until he got all his powers back. His thoughts kept coming back to the little wrist watch thing under the microscope though.

"Hmmm, you never finished telling me about the nano-tech you were developing. What were you trying to do?" he asked.

"I wanted to make it tough for if I ran into icky things on other planets," she began. "It's stronger than normal clothes, and you can have it programmed to show cool designs!"

"Wow, it's like you tailored this thing SPECIFICALLY for this situation," the wall crawler said. "Well, why did you stop?" he then quizzically asked.

She gave a puzzled expression, responding, "I don't know, I never got the robots to work together without them going BAM BAM!" she added with emphasis. "And I'm not good at programming," she sheepishly admitted as she rubbed her hand on her top hat.

Peter rubbed his hands together, boldly proclaiming, "Challenge accepted," before pulling up two stools and microscopes. There, the two brilliant minds prodded, observed, and experimented with the nano tech, finding new breakthroughs each second, now that Hat Kid could run her work by Peter's smarts, as well as leave that pesky advanced programming to him.

"Stupid nanobots," she pouted on one particular occasion. Looking over at her, Peter scooted over to check what was wrong.

"Tech support here, what's up?" he asked.

"They won't move," came the simple answer from the alien as she stuck her tongue out at the device. She had been toiling with it for nearly an hour, making adjustments to the design for the suit's purpose as Peter worked on the AI. Looking into her microscope, Spider-Man quickly assessed the problem.

"Looks like your voltage was just a teeny bit off," he found. "Let me adjust the circuit breakers a bit," he said aloud as he re calibrated the voltage. Seconds later, the sound of an electric spark caused the two to jump, before they looked back in the microscope to see that the nano bots were now doing more than moving, they were _expanding_.

"Eureka!" shouted an excited Spider-Man. "We did it! Man, Reed would be flipping his top if he saw this, nice job Hattie," he said, offering her a fist bump which she gladly accepted.

"We did i-_yaawwwnnnnn,"_ gasped a drowsy Hat Kid. Spider-Man looked to one of the clocks on the wall. It was almost 1 in the morning.

"Great job kid, why don't you go to bed, I'll hop in the pillow fort when I'm all done," suggested Spidey.

"Awwwww, but why?" she whined. Peter had expected this.

"If you go to bed, I'll let you put the finishing touches on the suit in the morning." Instantly, she became much more cooperative as she quickly ran back to her room, leaving Spider-Man alone to his work. "This is gonna be a long night," he said, before cracking his knuckles and setting back to work.

Peter worked for another 2 hours into the night, experimenting with the nanobot AI before finally being able to make it expand on command at the touch of a button on the watch. Once that was finished, he strapped the watch onto his wrist and tested how it would work on a human being.

"Here goes nothing," he muttered before tapping the button. Instantly, the nano-tech began covering his entire body from head to toe, until where his red and blues had stood, a white body suit with a giant black spider across his torso and black lenses was displayed.

"Huh, not a bad first trial. Now I know how Iron Man feels," he stated. "But I could definitely do without the edgy monochrome, I look like Anti-Venom in a poloroid picture," he shuddered, remembering his last experience with Eddie Brock and the anti-symbiote.

He then spent the last hour programming the colors to something more fitting, before walking over to Hat Kid's bedroom and passing out.

* * *

"Good Morning!" blared the alarm, causing the two residents of the room to fly out of their respective resting places, both of them face planting into the ground.

"Ughhhh," groaned Spider-Man on his place in the floor as Hat Kid smacked the alarm clock off with her hand, turning off the radio.

"Whoever owns that radio show, , one day, i'm gonna beat the stuffing out of them," said Spidey. Hat Kid promptly agreed.

They both groggily got up and did their morning routines before they went to the kitchen. Peter made another set of wheat cakes, this time not nearly as charred as the last batch, before the two of them reported back down into the machine room, ready to see the fruit of their labor.

"Alright, you're gonna love this," Spider-Man said as he equipped the wrist watch and pressed the button.

Hat Kid then watched as the nanites crawled out of the watch. They slowly crept over his entire body until they had formed a whole new suit around the masked adventurer. While still red and blue, the design seemed more sleek and professional than Spidey's classic set. The blue pants of the original was replaced with a more navy/ black color with red strips running along his inner thighs. His red and blue torso with the black web pattern and spider insignia had been was replaced with a large red spider on black fabric, stretching to the back where the upper legs of the spider emblem connected to another large spider emblem on black fabric. The long legs of the main spider stretched down to his arms and legs, where other spider shaped arm guards formed on his forearms and shins. At the top, his mask had lost the black webbing pattern as well as the white eye lenses. In its place was a pure red mask and yellow lenses.

"Well, what do you think?" he beamed, clearly proud of what he had created.

"Hmm," wondered Hat Kid. "Something's missing," before going, "Aha!"

She then motioned for Spider-Man to give her the watch, which he obliged, before she walked back to the robotics station and rigged the watch up to one of the computers, typing in a few commands. Puzzled, Spidey simply leaned against the wall until she was done.

"There we go," she said as she went back and gave web slinger his watch back. "Now try!" she insisted.

Curious, he tapped the button again, causing the nanites to spread across him again. At first, he didn't notice anything different, until he felt something light tap him on the back.

"Huh?" he wondered aloud before whipping his head around. On his back was a web cape that went down to his lower back.

"Now we're cape buddies!" Hat Kid exclaimed.

"Wow, it looks kind of nice actually," he admitted. It strangely fit the sleek design that he was going for with this suit, even though he had never once considered a cape in his career as a crime fighter. _Well, new multiverse, new me_ he inwardly said.

"Aaaaand I added a special chip that reuses electricity more efficiently," she added with pride. "Which means you have unlimited energy!" she joyously exlclaimed while throwing her hands up in the air.

"Unlimited, huh? I like the sound of that,"he replied. _Spider-Man Unlimited. Got a nice jingle to it._


	7. We Can Be Heroes

**Welcome back readers, here's another chapter ready for your viewing. Hope you like it!**

**To Katoptris and Mad King C, for a sneak peak as to what I might add to the suit as far as abilities and perks, I'd recommend heading over to the Spider-Man cartoon of the same name, _Spider-Man Unlimited, _if you didn't already know about it. It's a good show and a unique take on Spidey. To Katoptris specifically, there's actually something from the show that's perfectly suited (no pun intended) for your question on stealth (:**

* * *

After donning the new aptly named Unlimited suit, the two brainiacs spent the remainder of the morning concocting a new batch of Spider-Man's web fluid at the chemistry bench.

At first, the chemical formulas and balancing had confused Hat Kid, even as Spider-Man wrote them down on paper. But once he began creating his first batch, the little space explorer caught in quickly. By the time noon had rolled around, Spidey had 4 cartridges worth of webbing implemented into his web shooters, which the Unlimited suit had modified to become part of itself, allowing him to store the cartridges in the suit itself.

"Science never ceases to amaze me," he mused. "Come on Hattie, let's get some fresh air."

Hat Kid nodded as she wiped her brow, sweating from the amount of chemicals and fumes she had burned and mixed. The two walked out of the machine room after what seemed like hours of chemical equations and stretched their legs. This gave Spider-Man time to get a feel for the unlimited suit as well.

"Wow, this stuff is as snug as a spider in a glove," he commented as he bounced around the room, testing the limits of movement. It was when he clung to the ship window did something go wrong.

**_BOOM_**

The sudden sound and the resulting shockwave caused Spider-Man to fall off the wall in fright, causing Hat Kid to jump as well.

"GAH!" He screamed as face planted for the second time that day."Hattie, what did we say about brewi-" he began, but abruptly stopped as he looked over at the young alien.

She was staring out the window of the ship with a combination of awe and fear. Following her gaze planet-side, he saw a pool of orange where a certain fishing town used to be, and that's when it hit him.

_Mafia Town is burning_

"Get the telescope ready, now," he ordered. He hadn't even finished his sentence before the young alien was out the hall and into the kitchen. As soon as she locked in a safe place to land, she pressed the button and the two were gone again.

* * *

Arriving in the town, the hero and explorer were immediately assaulted by a brutal heat wave. Spider-Man even retracted the nanites from his mouth to pant from the extreme temperatures. As they glanced around, it was easy to see that the damage was just as bad as it looked from orbit, possibly even worse. Everywhere they looked, lava covered the once tropical paradise in a sea of orange. Mafia and townsfolk alike were seen trying to escape the blaze, trying to find higher ground as the lava crept higher. Alarmed, The duo turned to ask whathad happened, when they received a response from a familiar face.

"Look at mess! This is terrible!" despaired the strangely dressed Mafioso from their first night

"What in blazes happened here? No pun intended," inquired Spider-Man.

The Mafia man cried, "Someone turned on all facets in Mafia town... same faucets that control the town volcano!"

Spider-Man grimaced, mumbling, "Wonder what architectural genius thought THAT was a good idea," to which Hat Kid nodded in agreement.

"Do not know, Mafia say should be fired," commented the strange man, the pun passing over his head, before turning an inquisitive look to Hat Kid. "Was it you, child?" he questioned, to which Hat Kid vigorously shook her head. Sure she didn't like the Mafia, but this seemed a bit extreme. The two extraterrestrials then wondered who would've done such a thing.

"No?" said the science Mafia. "Mafia think he saw a little girl turn on all faucets."

_Mustache Girl _the two simultaneously concluded. Only she had enough of a grudge against the Mafia to set the whole _continent_ on fire. Neither dreamed that she would ever go this far though.

Spider-Man, a disgusted look on his face, grit his teeth at such reckless abandon. _Does she not know that the Mafia aren't the only ones who live here? _Even if they were, nobody deserved a fate as brutal as she had condemned this island to.

"Little hat kid, tall spiderman, can you save Mafia Town by turning off all faucets?" questioned the Mafioso with a pleading look. Hat Kid looked contemplative, weighing the pros and cons of the situation.

"Of course, which way do we go?" Spider-Man said without missing a beat, causing the child to turn to him with a look of indignity. She was just about to say no too!

"On outskirts of town, there are six of them. Mafia sure you can find them. Please save us Spiderman and Hat Child," begged the Mafia. Spider-Man responded with a nod, getting ready to leap off the edge and start searching, when he was stopped by Hat Kid.

"Why did you say yes? The Mafia are mean and smelly!" pouted Hat Kid. She had planned to go back to the ship and look for time pieces elsewhere.

"Hat Kid, listen to yourself. Do you really think these people deserve this?" Spider-Man retorted as he motioned with his arm at all the suffering that was occurring around them. Mafia and townsfolk were screaming for their lives, praying not to be consumed by the blaze. Several Mafia had wooden boards asking someone to save them. All around them, the world was burning.

"If we stand by and do nothing, then we might as well have turned those faucets on ourselves," he glared, eye lenses narrowing in conviction. Once again, the hatted adventurer was shocked at her friend's seriousness, not used to hearing it from his normal jovial attitude.

"But why should we help them? They'll never like us, they don't deserve our help," asked Hat Kid, now genuinely curious as to what could drive the man to stick his neck out for what seemed to be no reward.

Spider-Man reformed his mask around his mouth as he walked to the edge, his back turned to her. "Deserve isn't important," he started in a low voice. "Like I've told someone else, what's important is not standing by and allowing someone to suffer or die because we do nothing," he almost yelled, causing Hat Kid to flinch. "I know you're young, but if we stand by, we're no better than Mustache Girl," he softly concluded before shooting a web and swinging away, leaving a shaken Hat Kid to think over his words.

"Ok, if I were a faucet, where would I be?" he wondered aloud as he swung through the city. As if on cue, he smacked straight into the handle of one of said handles. "Wow, Goggles wasn't lying. It's a literal faucet," he said aloud. _Well, one thing left to do_

Grabbing one of the handles with a few web lines, he spun the handle with all his might and shut off the valve, ending the spew of lava from it. _One down, a lot more to go_ he counted as he swung off again. As he traveled around, Peter had managed to save several townspeople and Mafia, although he had a few close calls where he nearly fell into the orange river below him. The heat had also begun to to take a large toll on him, causing him to get slightly light headed from possible heat stroke as well as cause mirages. _What else could explain those dancing fire foxes on boats? _he surmised.

Despite the setbacks, he had managed to close all but one lava faucet. Scanning the outskirts of the town, his eagle eyes scanned the area until they fell upon the far away structure of the Mafia Town lighthouse. From there, he could see the final faucet on the side of the building. But more importantly...

"Help us, please!" cried a distinctive southern accent, causing Spidey's stomach to twist. Narrowing his eyes, further, he could see it now. Cooking Cat, along with three Mafia goons, were hanging onto each other for dear life as they dangled on a falling hot air balloon.

"Mafia are too young to die!" yelled a now crying Mafioso as he held on with all his might while supporting the three under him.

Immediately, Spider-Man raced into action, the adrenaline pumping in his veins as he desperately tried to make it to the lighthouse in time.

"Come on, Spider speed!" he chanted to himself as he bounded over buildings and swung across towers before he finally arrived at the red and white structure. Sticking to the side of the structure, he shot a web line towards the falling air balloon, much to the surprise of the Mafia and Cooking Cat.

"Grab on, hurry!" he implored them.

Without hesitation, the Mafia man holding all four of them above the lava reached for the web line with one hand, causing all of their weight to shift from the balloon to Spidey. He strained to hold on to the lot of them, as without his super strength, he was barely able to support himself, let alone four extra people. Still, his determination pushed him on.

"Won't. Give. UP!" he told himself as he kept holding on. The heat was now starting to take him, causing Spidey to get dizzy. If he didn't find a way out soon, they would all burn alive.

Suddenly, Spidey felt as if the weight of the world was lifted as he felt the web line get lighter. "Huh?" he questioned before looking down. Standing on the faucet itself was Hat Kid! And she was helping him support the weight of the others with her alien super strength.

"Hurry, turn it off!" strained the hatted child. Even with her natural super strength, she couldn't hold out forever. Nodding, Spidey dropped the web line holding the townspeople and crawled down level to Hat Kid. He then spun two web lines as he pulled on the faucet. However, instead of turning, it gave a slight creak as it stayed planted in its current position.

"What's happening?" an alarmed Spidey sputtered as he crawled over to the base of the faucet. It was then that he caught sight of the rust that stained the base of the handle. "This is the worst time for this to happen!" he panicked as he quickly tried to think of a way to fix it.

"Spider-Man, I can't hold them!" urged Hat Kid as she strained to hold Mafia and co. Running out of options, he laid on his back and put his feet against the handle. He then shot to web lines to both his sides and pushed with his legs and pulled with his arms with all his strength. At first, the faucet only creaked again, before it gave way and spun like a top, stopping the flow of lava and allowing water to retake the island.

"Help!" yelped Hat Kid as she seemed on her last ounce of strength. Even though the lava had stopped flowing, it was still a few precious seconds away before it was replaced by water. Quickly, Spider-Man came to her side and held on with her, just long enough for the water to begin spilling back in. At last, their strength gave out, and all four town inhabitants fell into the refreshing water of the ocean as they began to swim back to shore, shouting words of thanks to their saviors.

Hat Kid and Spider-Man laid on the spot for a few moments, trying to cool down after such a stressful experience.

"So, guess I left the impression on you, huh?" jabbed Spidey, lightheartedly.

"Just a bit," Hat Kid tiredly panted, taking in the moment of peace after all the chaos they had been through.

"I'm proud of you Hattie, you did the right thing," smiled Peter as he retracted his mask, allowing the little alien to see the proud grin on his face. She smiled back before standing up with shaky legs.

"Piggy back!" she ordered lightly, jumping up and down as she helped Spider-Man up, nanites returning to his face.

Peter simply smirked. "Well, you definitely earned it. Come on, let's go back and check on the townspeople," he said as he patted his back, having slightly recovered from the heat induced debilitation.

Excitedly, Hat Kid jumped on his back as he shot out a web line and started swinging. Spider-Man couldn't help but grin ear to ear under his mask as he looked up at the face of sheer joy on the little girl's face. _That's right, she's never ridden Spidey Airlines before_

"Whooooosh, weeeee!" The former shouted excitedly, putting her arms out as she mimicked airplane noises. Even though they had to stop every few swings to rest Spidey's arms, she still enjoyed riding along for his web slinging. It was a heartwarming sight, and Spidey couldn't help but stretch his grin even further than even he thought it could go. She was so innocent, a living embodiment of everything Spidey fought to protect.

"Get ready, here comes the big one!" he called as he reached the apex of his momentum, high above the smaller buildings of Mafia Town. He let go, and the two heroes of Mafia Town plummeted to the ground below. Hat Kid closed her eyes. It was one thing to fall from space with velocity correction, it was another to free fall 200 ft in the air with nothing but a fancy rope as your protection.

Just as Hat Kid put her arms out, anticipating a fall, Spider-Man shot out two globs of webbing, forming a web net below them. They bounced harmlessly up and onto the wooden platform they had used to get to the Mafia HQ. At this point, Hat Kid opened her eyes, relieved they weren't being scraped off the road with a shovel.

"We hope you enjoyed your ride here at Air Spidey," said the web head in a cheeky manner. Hat Kid only stuck her tongue out at him.

"Well done!" they heard a voice cheer. Turning around, the spider and space explorer saw the Mafia bartender from the night before walk up to them. "Mafia never got to thank either Spider-Man or Hat Kid for saving our lives. Thank you for saving us from falling hot air balloon!" he rejoiced as he and the other two Mafia men from then thanked them for saving them from becoming extra crispy.

Spider-Man took it all in stride, although he was definitely going to need to get used to being thanked by the "villains". _Beats getting punched in the jugular by them though_ he thought. Hat Kid meanwhile started turning red from embarrassment, but also felt a swell of pride well up in her. When the Mafia offered their hands, they shook them with happiness. It was then that Hat Kid noticed something.

"Where's Cooking Cat? Is she ok?" she inquired. She genuinely liked the feline chef, and she hoped she made it out of the blaze alright.

The Mafia all grinned to each other before the barman said, "She wait up there. Have special surprise for you," disclosed the wise thug.

Interest peaked at the mention of a surprise, Hat Kid jumped straight into the cannon that had taken to the HQ the first time as she waved Spider-Man over, urging him to hurry his butt up.

Spidey sighed jokingly, "Kids, amiright?" before hopping in the cannon with her, bracing his stomach for whatever came next. They shot into the air together just like the first time, but it felt less forceful than before. What greeted them left them stunned.

The entirety of the Mafia was waiting for them, but not in the way they would've imagined. Instead of brass knuckles and booze, they held bananas and bread. They had redecorated the HQ with a giant red banner that said in big black letters, 'Spider Man' with 'Hat Kid' right below it. They had also erected giant golden statues of both of them, although Spidey's depicted him in his classic threads. Finally, outspread in front of them was a giant feast. From salmon to chicken, from grape to grapefruit, there was enough food to satisfy the two for a week, and it was all made for them.

"You did it! Small alien child and spider alien saved Mafia Town!" greeted the oddly dressed Mafia Man from before. "Now Mafia no longer have to eat lava for breakfast," he stated with humor, though he visibly recoiled as he said it. "Amazing!"

Deciding not to ask, Hat Kid merely replied, "You're welcome!" in a sweet tone.

Spidey also waved it off. "It was no big deal, it's what anyone would've done."

Goggles was about to say something else when Cooking Cat emerged from the crowd. "Don't you dare discount yourself young man. I haven't seen such bravery in ma' many years as I did from you two. Now go on and enjoy the feast, a' made it myself," declared the feline as she gestured at the food.

Spider-Man was about to retort and tell that action is his reward, but his stomach shut down any other argument he would have made, and he was salivating at the thought of finally adding some meat back in his diet. _Darn you spider metabolism _he inwardly cursed. "Alright, come on Kid, we'll indulge ourselves," he said to a pleading Hat Kid.

"Yay!" she cheered as she dove head first into a giant turkey, eager to taste what this planet's native cuisine was like.

Though he was food shy at first, feeling guilty about eating these people's food, he soon silenced his infamous trap as he began digging into the array of food before him, telling jokes alongside the Mafia as well as laughing at Hat Kid's antics and investigation. It had been a long time since he had felt this content, and Thor help him, he was gonna enjoy every minute of it.

* * *

Far away on the Mafia Town lighthouse, a red hooded figure watched the festivities from afar.

"I can't believe they would stick their necks out for these creeps!" MG shouted angirly. "So much for being super heroes, they're just as bad and rotten as the rest of them," she spouted in her tirade. _They won't be so happy when I get my hands on those time pieces. I'll make sure those criminals pay along with the rest of them _she swore internally.

She then turned back to her "companion" as she evilly smirked. "But at least I can make you pay first," she said with sinister glee.

As the jar man quaked in fear, only one thought ran through his mind. _Great Cod__, give me strength_

* * *

As the celebration drew to a close around midday, the two main guests prepared to say goodbye, full stomachs and smiling faces all around.

"Well, it's been fun everyone, thank you for the feast, we loved it," saluted Spider-Man

"Thank you!"added Hat Kid with gratitude as she held up her spare time piece to the sky to beam them back up.

"Wait!" called the now officially named "Goggles" by Hat Kid. "Take this!" he said before reaching into his pocket.

Hat Kid looked curiously at the man before he pulled what he needed out of his pocket. It was a time piece!

"Please, take this as trophy. You are truly the hero of Mafia Town!" he said before he offered the hourglass to the little explorer, who looked at it with a stunned look. part of it was because of the fact she had not picked up the time piece signature earlier. The other part was from what Goggles had just called her.

_Hero? I like the sound of that_

Hat Kid grinned from ear to ear as she accepted the time piece, giving him another heartfelt "Thank you!" as well as a hug for his generosity. Meanwhile, Spider-Man watched, pride gleaming in his eyes as he watched it all unfold. _Now she's starting to get it _he thought

After another set of goodbyes between the two parties, the heroes of Mafia Town beamed back up to space, a time piece in each of their hands, at least two plates of leftovers in the other. After stashing the remainder of the food in the fridge, the two sat down and let their meals digest as they relaxed into some bean bag chairs.

"So kid, what do you propose we do with the rest of the day? It's only 3 in the afternoon after all," suggested Spider-Man as he glanced at the clock. Hard to believe that only 2 hours ago an entire land mass had been smothered in magma. Hat Kid pointed to the machine room, earning a grin from her fellow science nerd before they made to get back to inventing.

_Time piece detected_

The alert had startled the two, though not nearly as much as it used to. Immediately turning around and out of the machine room, they were surprised to see no warnings or anything of the like flashing on the monitor, yet the alert still pounded around the ship. Quickly, they ran back down to the machine room to see the familiar alert blaring on its monitor instead. They shared a brief look before Hat Kid ran off and came back with another telescope. Spidey followed her in as she powered on the teleporting scope and aimed it at the planet's surface. Once she got a read on a time piece signature, she zoomed in closer with the lenses until they fell on a singular building with numerous luxury cars and a train track. She then motioned for her companion to look as well.

"Hmph, of course it would land in the only building in the entire desert," Spidey dryly commented. "Well, no rest for the weary, let's go captain."

Hat Kid nodded before tapping the teleport button and beaming down to the planet once more.

* * *

**On to Dead Bird Studios next chapter! Thank you all for the support up to now!**


	8. Breaking and Entering

**Hello all and welcome to the next chapter of The Web of Time! Hope you enjoy.**

**To Katoptris12, to be fair, if you've seen her diary entries, you know she's not ALL sweet and altruistic. But don't worry, hanging around Spider-Man will be a good influence for her thinking (:**

**To Mad King C, I'm glad you liked the little judgement break between the two, I was kinda worried it would rub people the wrong way. And you'll find out soon enough, all I'll tell you is that they're gonna rack up some heavy debt haha**

* * *

When Hat Kid and Spider-Man arrived planet-side, they appeared in front of the large building they had seen prior. Being closer, they could now read the sign that they had glimpsed from space.

"Dead Bird Studios, huh? That's sure welcoming," Spidey remarked. "Well, better get searching. Where's the time piece?"

Hat Kid looked down at her time piece locator, where the red arrow was pointing into the building. She pointed at the building with her finger and spider-Man sighed.

"Hope this isn't like the last time I was at a movie studio," he said before walking in.

The two pushed open the doors of the large building and entered a large hallway. As they reached the end of the hall, they walked in on what seemed to be a heated argument between a disco penguin and a yellow bird-thing. Spider-Man assumed they must be some of the directors of the studio due to how radically different they looked to everything else in the room. He bent down and whispered to Hat Kid to try and eavesdrop on them.

"Maybe they could drop a hint at where the time pieces are," he explained.

Hat Kid understood, and the two swung open the doors to try and get closer and hear. Fortunately for them and unfortunately for the others in the lobby, their voices seemed to be audible around the entire room.

"This movie studio is too big for the both of us, DJ Groooooves!" he said with more than a bit of disdain. "The movie should be made by REAL birds! You Moon Penguins are just gonna write some loud, noisy drivel! If I wanted a bunch a' peck necks to dance around while on bird seed, hehe, I'd visit me grandchildren," finished the yellow owl thing.

_A Scottish bird with a case of 1800's racism? Now I've seen everything_ Spidey inwardly mused.

"Nonsense darling, nonsense!" rebuked "DJ Grooves. "You Owl Express birds are just going to record another boring train-related western!" You've done so for the past ten years, darling."

"What? No we haven't, ya buffoon!" retorted the "owl". Spider-Man wondered where Darwinism abandoned the poor avian.

Spider-Man and Hat Kid looked to the walls of the reception, where several western movie posters were hanging in chronological order by year. They couldn't help but deadpan at the old geezer's denial.

"Conductor, darling," started the disco penguin. _So that's what his name is_ Spidey remarked. "this year we'll be winning the annual bird movie awards, as our new movie props will bring in the audiences," finished the DJ before gesturing to a shiny glass case. "These shiny things fell from the sky! They will light our movie sets and fill them with glimmer!"

Out rolled the glass case he was talking about with the movie props via moon penguins. Spidey's eye lenses and Hat Kid's eyes bulged out of their sockets as they saw not one, but _two time pieces!_

The Conductor smirked smugly. "Oh yeah?" he said, not looking up at the prop stand the Moon Penguins had just rolled in. "Well this time around, we're also spicing it up with our newest movie props!" he spit out. "These hourglass thingies will be the grand jewel in our train heist western!"

Another prop stand was carried in by a set of owls. the two extraterrestrials nearly had a heart attack at seeing THREE time pieces in this was at this moment that the two directors noticed something was amiss, and an awkward silence took hold for a few moments.

Then, the Conductor burst out in anger, "WHATTA WHAT?" before pointing an accusing finger at his co-director. "You no good dirty peck necks! You copied our props!"

The DJ retorted, "I would never, Darling! Clearly it was you who took inspiration in my flashy new props."

"Ohhh that that does it! Get outta here with ye, I've got a movie to record!" shouted the owl.

DJ Grooves made to exit the reception before calling over his back, "Fine by me Darling, but we'll be the ones who win the annual bird movie award, mark my word," before exiting into the studio with his crew, leaving behind a miffed owl and flabbergasted humans.

The Conductor then chuckled evilly. "Oh yea? Let's see how well ye do when you can't get into the reception, hahahahaha!" he chortled before reconsidering. "Oh wait, shutting the peck necks inside the studio will force them to work harder," he realized.

_Talk about instant karma _Spidey thought.

The old owl then went to his side of the studio, calling, "Alright, time to go owls, let's make a killer movie!" before retreating into the studio as well.

Spider-Man and Hat Kid rubbed their heads as they tried comprehended everything they had just witnessed. "So, you caught all that?" questioned the web slinger. Upon her head shake, Spidey sighed, "Me either."

They then agreed to try to find a way into the studio without forcing their way past the staff. As the two searched reception, they talked with numerous birds to dig for more information as well. As it turns out, the Conductor is actually a conductor of a train, and the owls were just the poor commuters who get wrapped up in his crazy schemes. The penguins meanwhile were actually part of DJ Groove's fan club, who began shamelessly advertising the bird director. Though they didn't give anything useful regarding the time pieces, they did help give the two foreigners insight into the people who held them.

As Hat Kid went to go talk to another owl, a familiar voice called out, "Hello young one."

Turning around, the hatted child smiled as she saw who it was. "Badge seller!" she exclaimed as she walked over to the strange vendor in the corner. Hearing her exclamation, Spider-Man looked back as well to see Hat Kid conversing with a strange man. He wore a red shirt and a purple hood and pants. He had a backpack strapped on and a cane to walk around with. Spidey wouldn't have been unnerved if it wasn't for his rotating mask face and his strange dark aura. He had enough shade to make drug dealers look like light bulbs, figuratively and literally

Walking over, the wall crawler greeted, "So, you must be Mr. Glitchy Vendor Guy I've heard about?"

The Badge Seller chuckled as he replied, "Indeed I am Mr. Parker."

This caused Spider-Man to hop back in alarm, fingers on his web shooters as a precaution. This made Hat Kid jump back in alarm at his sudden hostility.

"Who are you? How do you know me?" he asked in a low voice, making sure not to let the owls and penguins listen in.

The seller held up his hand to calm him, stating, "Do not fear my friend, I will not harm you or your loved ones. I am called many things, but as I've told the young hatted child," he said as he gestured at Hat Kid, "you may call me the Badge Seller. As for how I know you, do you truly believe you are the only one who has traveled the multiverses?" finished the strange man with a knowing grin.

Still uneasy, Spidey asked, "Well what do you want?"

The Badge Seller simply explained, "I have been to many places, and during my travels, I encounter unique beings and events. I catalog my journeys and take items from them to sell in the form of badges. They have mystical properties that give abilities to those who wield them. I just so happened to finish making a purchase with your young friend here," he said.

"It's true! Watch this," said Hat Kid excitedly, pointing at a peculiar looking badge on her umbrella.

She dragged the superhero outside. When they were alone, Hat Kid pointed her parasol point to an empty point in the parking lot of the studio. At first, there was a low humming that confused the web slinger. Then, out of nowhere, a giant blue laser beam shot out from the point, eliciting a cry of shock from Spider-Man.

"D-Did you just shoot a laser beam out of your umbrella?" asked the shocked superhero.

In response, Hat Kid pulled off the badge that was attached to her umbrella and gave it to him. As he held it in his hand, he felt its strange power wash over him.

"Mind if I use this once?" he requested, to which Hat Kid nodded.

She then let him test the badge out a few times by firing the projectile from his web shooters. Though she did wonder why each time he fired it he would yell, "Kamehameha!"

Returning to the badge seller and the badge to Hat Kid, Spider-Man looked less hostile to the strange man, though he still had reservations.

"Alright Badge Seller, color me impressed. You happen to have anything for me? asked Spidey.

The vendor smiled as he replied, "But of course. I have a special set of badges that would suit your... specific abilities," before opening his backpack and taking out 3 badges, all of them with different spider symbols. Peter immediately recognized one of them.

"Hey, that's the same symbol as the Spider-Man from 2099!" pointed out the web slinger, careful not to reveal Miguel's identity.

"Indeed, this is the Accelerated badge. Attaching it allows you to use the Spider-Man of 2099's accelerated decoy ability." He then pointed to a red spider badge, inquiring, "I'm sure you remember your young friend Mr. Morales as well?" At the hero's widening lenses, the Badge Seller knew he was right. "The Ultimate badge allows you to adopt your young counterpart's 'venom blast' ability. And this," he concluded as he pointed to a black spider on a red background. "This is the Hunter badge. Using it allows you to create stingers in your wrist similar to that Kaine fellow," finished the glitchy merchant.

"How did you even come across these? And since when could badges grant superpowers?" questioned Spidey.

"I have my ways," responded the merchant. "Though I assure you I have not brought harm to those I have made badges of. Now, what say you?"

Though Spidey had many more questions for the glitchy merchant, it would do no good standing around playing 20 questions with time pieces at stake.

"Alright, I guess I'll take the Accelerated badge. Always wanted to know how he did that," answered Peter.

"Though I normally would put such a badge at 400 pons, because it is your first purchase, I will give you a 50% discount," said the Badge Seller

Fishing into his suit's newly made pockets, he took out 2 bag of pons that Hat Kid had given him aboard the ship to function as a makeshift wallet. It maxed out at 100 pons each, so he gave both bags to the merchant, who in return gave him the badge with the skull spider of 2099.

"It is a pleasure doing business with you. I trust we will see each other again," said the Badge Seller. Before the wall crawler could get anything else out, as his back was turned, the strange man had vanished without a trace.

"He'd make a killing as a kid's birthday magician," joked Spidey.

Attaching his new futuristic badge to the Unlimited suit's spider shaped shin guards, Spider-Man felt a surge of power similar to when he used the projectile badge, but it felt different in a way. Deciding to figure it out later, he went back to searching for a way into the studio. No sooner had he began searching did Hat Kid come running back wearing two pairs of sunglasses.

"Do I look good?" inquired the young girl as she adjusted both of her shades.

Peter couldn't help but chuckle as he answered, "Yup, great actually. Look like a real movie star."

The little girl smiled as she said, "I'll get you a pair too!" as she went up to the machine that had given her set. Upon pulling the dispenser lever though, the machine suddenly broke apart, making a major ruckus, and an audible, "Uh oh," from Hat Kid.

"Hey! That's studio property!" yelled the receptionist as he came out to the floor. "You're in big trouble little chirper, stay right there and don't you dare move. I need to print out your bill," he puffed before running back under the desk.

Now panicking, Hat Kid turned to Spider-Man. "What do we do?!" she frantically asked as she tried to figure a way out of this.

Spider-Man quickly looked around for anywhere they could get into the studio now, not only to find the time pieces, but also dodge this hefty fee. In his desperate search, he quickly spotted a loose air vent he hadn't noticed before. While the receptionist's back was turned, he shot a web line up to the ceiling as he picked up Hat Kid by the waist. Once on top, he ripped the remaining hinges off quickly and set the cover down to the side.

"Breaking and entering isn't usually my thing, but we don't have a choice right now," he quickly explained before diving into the vent, Hat Kid following suit.

By the time they had made their way into the studio, the receptionist had just finished printing out the bill when he noticed the little girl and strange spider guy were missing.

"Hey, where'd those two troublemakers go off to?" he asked to all the birds in the lobby.

They all simultaneously pointed up to the now unhinged vent, causing the receptionist to furiously scribble onto the bill, as well as pull out his walkie talkie.

"This is reception. We have a security breach."

* * *

Landing into the dark studio, the pair of off-worlders spotted the time pieces being carted away. Deciding to give chase, Spider-Man decided to stick to the walls while Hat Kid would try to sneak her way past the staff. It wasn't easy, as the moon penguins made frequent walks around, but the little alien watched for the all clear signal from Spider-Man before proceeding. They managed to sneak past DJ Grooves without incident.

Arriving at the Conductor's side of the studio is where things got a little more complicated. As they took the cart that had held the time pieces from earlier to his side, they noticed that there were cameras quite literally everywhere. Though it made sense for a movie studio, it frustrated the duo as they couldn't find a way deeper into the studio. That is, until Hat Kid spotted a pipe running below all the cameras.

"Over here!" she mouthed as she pointed to it.

Spidey gave her a thumbs up as he jumped down and wall crawled on the underside of it as the little alien crouched under the cameras, taking off her top hat to be less conspicuous. After sneaking under the pipe, it was a matter of dodging the guard owl's gaze as they moved through his blind spot. Though Hat Kid smiled sheepishly as her dive to get out of sight knocked over a cactus, to which Spidey gave a playful face palm.

Before they could proceed further however, an alert appeared on Hat Kid's time piece tracker. Instead of displaying the usual guiding arrow, it showed 4 words that chilled her to the bone.

_Purple time rift detected_

"That's definitely not good," noted Spider-Man as he read off the text.

A few seconds later, the alert changed to a purple arrow directing them to the left side of the prop building they were standing in. Crawling onto the roof and boosting up the young child, the pair gave a sweep of the area. At first there was nothing notable they could find aside from a new blue yarn, which Hat Kid pocketed. Then, as Spidey climbed down from the top of the roof, he very nearly landed on top of the rift, nearly startling him off the building.

"Hey Hattie, think I found your little distortion. Spoilers: it's not so little anymore," he reported with worry through a comm link.

Rushing over to his position, Hat Kid saw what he was talking about. This time rift was much more unstable than the one they had seen aboard her spaceship. It seemed to be pulsating with energy, showing how unstable it was becoming. It was also larger than the blue rift they had seen.

"Well, your call Captain, what do we do?" asked the superhero.

Though she was frightened at what could happen in there, Hat Kid knew they had no choice. She reached out her hand towards the rift, and Spider-Man did the same. Just like the last time, time itself seemed to stop around them as everything was consumed in a blinding flash of light.

* * *

Within the rift, the two time keepers landed on a floating red platform. Ahead of them, there was a large pile of boxes floating in air. Hopping across the platforms and up the boxes, the two managed to see just how damaged the fabric of reality was becoming. Unlike the blue rift, the landscape seemed gloomy and alien. From what they could tell, there were purple scars starting to form in the fabric of reality. Clearly this rift needed their immediate attention.

"We better go find that time piece, before this starts to eat away at reality even more," said a determined Spidey.

Hat Kid gave a short nod as they looked for a way out. Suddenly, a cauldron popped open at the top of the box pile as they got close. Assuming this was the way to go, Hat Kid prepared to jump in, but was stopped when she spotted something that caught her eye. Turning around, she caught sight of a ripped page, one that seemed to be part of a story book. She picked it up and pocketed it for the meantime before jumping into the cauldron.

"Well, down the rabbit hole we go," muttered Peter before diving in after her.

The pair landed into another section of the rift in what seemed to be a disfigured movie studio. Here, they saw numerous shiny objects around the area, accessible only by a serious of ridiculous tight ropes, catwalks, and gaps.

"Come on, let's skip these things and just find the next cauldron," urged Spider-Man as he took off down an outstretched pipe. Little did he know though that a camera was laid at the end of the pipe until it was too late. As soon as he crossed in front, the camera gave him an electrical zap, causing him to groan in pain as he staggered over to a nearby wall. Worried, Hat Kid ran to his side after finding a way around the camera.

"Are you okay?" questioned the hatted child.

"I'm ok. One of the perks I made to the Unlimited suit was electric resistance," explained the superhero as he got to his feet. "Come on, let's find our way out of here."

And so they once again searched. After scanning the area a few times, Spider-Man found the cauldron at the top of a building. However, it was sealed tight, and no matter how hard the two of them tried, neither person could pry it open.

"Well, that's definitely a wrench in the plan," sighed Spider-Man. His mind then whirred as it began trying to find a solution. "Maybe those shiny things have something to do with it. If we get all of them, I bet something will happen to let us through," he hypothesized.

So together, the two of them each went after the various shiny balls scattered around the area. They each navigated the various tightropes, or as they quickly learned, electrical lines, collecting the mysterious objects scattered around the area. Between Spider-Man's spider balance and Hat Kid's remarkable athleticism, they managed to collect every single ball in the disfigured movie studio. It also allowed both of them to get in more acrobatic practice, and to show off to each other, hopping between electrical lines and scaling walls. Though they were careful not to fall into the black abyss that surrounded them. Hat Kid also used this time to search for any more storybook pages that might be laying around, to which she found two more.

"Alright, think we got everything here. Let's give this another shot," said Spider-Man as he bounced up from an electrical line. Hat Kid gave an "Mmhmm," in response as she vaulted up to the top of the building.

Presenting the shiny orbs to the cauldron, a small compartment jut out from the side of it with 3 empty slots. Placing an orb per slot, the cauldron opened its hatch, allowing them to continue onward.

"Let's keep these, maybe we can use them for later," suggested Hat Kid as she pocketed the golden orbs.

"Good idea, saves us from more weird platforming," agreed Spidey before they both jumped down the hole.

Arriving in another strange landscape, the two once again got to work looking for the golden orbs, as they knew the cauldron of this level may ask for more. This level of the rift seemed to be a cargo dock, making Spider-Man's wall crawling invaluable for traversing it. Once again, they repeated the process of finding these golden balls. It was trickier to traverse than the last section, as each time they fell, or at least for Hat Kid, she had to start back at the lowest crate and climb to the top again. Eventually though, they managed to gather most of the orbs as they could and story book pages, the one exception being the isolated orb with a launch pad beside it. There was a snow flake on it, but that didn't seem to help them any, so they decided to leave that one be.

They also seemed to notice that the cargo in the dock was themed after each of those bird directors they had seen earlier. One side had a straight up poster of the Conductor. Another had various items you would probably find at a disco party in a nightclub, which seemed to be DJ Groove's shtick. It made the two wonder how much their thoughts and memories were influencing this time rift.

Finding the cauldron of this level on top of some crates, the two of them inserted the orbs, now requiring 4, into the compartment. the cauldron opened, and they jumped yet again into its opening.

They landed on the next level, and were met with various stands and scaffolding. Along these structures, several wires were seen running along to big square buttons. Assuming they would need to turn them on sooner or later, Spider-Man pointed to one of the wires that trailed across the ground.

"Okay Hattie, You take the buttons on the ground. I'll get the ones that are up there," he proposed.

Hat Kid gave him a thumbs up before running to one of the wires and following it to its origin. Meanwhile, Spidey tracked the one that seemed to escalate further. The hatted child had an easy time finding her buttons. They were either only one platform up or straight on the ground, saving her the frustration of having to restart a difficult climb. She made sure to grab any orbs or pages she found on her way as well.

Spider-Man meanwhile had a tougher time getting to his power buttons. He couldn't exactly scale the thin scaffolding as they couldn't support his weight on one beam, and the tarps weren't strong enough to hold in place if he crawled on them. So, he went the old fashioned way up the different platforms. He passed cameras and owl patrols as he used his spider agility to navigate the labyrinth of jumps that stood before him. Once he had stepped on the last button, he had a clear view to where they all ran back to, where he saw another cauldron. He then peered over the edge and called to his partner.

"Kid, we got the power on, get over here so we can vamoose," he called.

Hat Kid ran up to the scaffolding Spidey stood on and fired a web line at her. She grabbed it and tugged as the web slinger hoisted her up beside her. They then made their way to the cauldron.

"Alright, we should have enough orbs to open it up. Let's put them in so we can get out of here. Getting tired of the doom and gloom feeling this place gives off," said Spider-Man.

"On the contrary, you won't be leaving this place at all. Not alive that is," threatened a voice behind them.

"Oh yeah? Says who Mr. Tall Dark and Cowardly?" Spidey called out. This was when he noticed a familiar purple mist and tensed up.

"Says I, Spider-Man," boomed a familiar figure emerging from the mist. "You will not best me again, even with that little brat and her ridiculous hats! So says Mysterio, Master of Illusion!"

* * *

**A/N: For any of you Spider-Fans out there, if you have any unique spider powers you would like to see Peter possibly earn through the badge system, leave a review or PM me and I'll take it into consideration. Only rules are it can't be an enhanced version of one of his powers, like organic webs, and it can't be extremely overpowered, like a badge that makes him Captain Universe Spidey. Otherwise, all suggestions are welcome!**


	9. Show Biz

**Welcome back to The Web of Time readers. Thank you for all the support so far, and hope you enjoy this chapter!**

**To Katoptris12, Thank you for the support on the idea (: I wanted to try something unique with the story, and this is the first thing. And don't worry too much about it, I'm not straying too far from basic Spider-Man, just using the occasional power up badge, which I'll have a good background for. Though for the sake of understanding some of the future plot to this story, I suggest googling the plot of Spider-Man: Shattered Dimensions and Edge of Time, just so you're not lost at certain future plot points.**

**To dinogeoff022, while I doubt Spidey will be fond of actually having 6 arms, I think I know another way to intergrate it into something less... appalling. But i will probably add a badge that actually features the true Six Arm ability, Spidey just might not buy it. As for stingers, I put those on the Hunter Badge so they're in as valid abilities**

**To Mad King C, hope you like how the time rift turned out here, and hope you laugh at just how much or a bill they've managed to rack up haha. And thank you as always for the support!**

* * *

"Mysterio! I haven't seen you since that tablet nonsense. How's life in Rykers been? Been good at super villain daycare?" mocked Spider-Man at his old foe.

"Silence your dolt! If it weren't for you and your accursed counterparts, I would be a god! But now, I have another opportunity, and all I have to do is end your miserable existence!" shouted the illusionist as he fired what seemed to be a mystical fireball at the child and the hero, who quickly dodged it.

"Awww does wittle Misty need a time out?" taunted the wall crawler as Mysterio focused his rage on his nemesis. "Come on, I bet prison couldn't have been that bad. What, did you get bunked with the Rhino in July?"

"Rgghhhhh!" growled the illusionist as he struggled to hit the wall crawler. Though he was weaker without his full power set, the arachnid was still too nimble for the villain to get a lock on him with his mystical fireballs. "I will silence you permanently!" he growled.

"Ah you're all bark Beck," started Spider-Man as he somersaulted away from a fireball, before firing a web line to a nearby scaffolding and swinging up to the villain. "And no bite!" he concluded as he let go of his swing and rocketed into Mysterio, punching him square in the helmet.

"Ow!" groaned a voice from the exchange, though it was not from who one would expect so. Spider-Man clutched his hand as he shook it in the air, falling on his butt as he hit the ground. It hurt like hell, as if he had just punched a wall of solid bricks.

"That was much weaker than your usual attacks," Mysterio noted. "In fact, even I could throw a greater punch than that," he admitted, confused to why the spider held his punch. Then, a sinister revelation dawned on him. "You are not whole!" he shouted.

He then made a ball of energy in his palm. He released it at Spider-Man, who barely was able to dodge before another one exploded to his right, causing him to grunt as he blocked the impact with his arms. _Just a bit longer _he said to himself.

"Alright Misty, guess you got me. I forgot to eat my spinach earlier so I'm not feeling all that strong today," he admitted as he smirked under his mask. "But guess who is?"

At that moment, Hat Kid, who had snuck into a nearby position next to the villain as he focused on Spider-Man, jumped from a nearby structure and smacked Mysterio with her umbrella with a loud, "Hyah!" This caused the villain to scream as her impact actually _hurt _him, almost as bad as if he had been hit by Spider-Man full force.

"You brat! You dare strike Mysterio!? boomed the villain. All he got in reply was her sticking her tongue out at him, infuriating the villain even more.

"I will end you both!" he hollered before he deployed two cannons from his wrist guards, aiming at the child and the superhero. from his wrists fired two homing missiles, which Spider-Man knew was no illusion. Quickly, he scooped up Hat Kid in his arms before making a mad dash around the space in the rift, trying to shake the missiles off to no avail.

_Come on Spidey, think! _he screamed inwardly as he tried to find a solution. The missiles were far too nimble to impact on an obstacle, and he couldn't outrun them forever. Soon, they would catch him and Hat Kid. Thinking hard, he was alarmed when Hat Kid suddenly fired her projectile from her umbrella in his arms, trying to hit the missiles before they got to them.

"That's it!" he realized before he dodged around the missiles again and making a beeline straight at Mysterio, quickly explaining his plan to Hat Kid.

"Ha! Do you have a death wish Spider-Man?" he taunted as he charged his hands with more ethereal fire.

"Brace yourself Hattie," he warned, as he had no idea what would happen once he executed his plan.

He swung as quick as he could straight at Mysterio, who got ready to burn them both alive. A split second before the master of illusion roasted them, Hat Kid tapped the Accelerated badge that was on Spider-Man's shin guard. Instantly, the two of them phased through his phony fire, just in time for him to shoot a web line to tug them away from the incoming explosion.

"Wha-What?" stuttered Mysterio as he stared at a blue decoy of his foe frozen in time. Not a second after he said anything, the two missiles rocketed straight through the decoy and square into the villain's face, causing him to scream in pain. He fell to the ground, fish bowl broken and unconscious. Spider-Man and Hat Kid walked up to his limp form to make sure he was still breathing.

"You sure can fake it out, but you can't take it," Quipped Spider-Man as he dropped the badge effect, getting rid of the decoy and making the two visible again.

"Yeah, take that!" joined in Hat Kid as she kicked him in the ribs, earning an unconscious groan from the man.

Before they could do anything else however, he was sucked into a purple crack in reality, disappearing from their sight.

"Well, that was something," remarked Spidey before offering a hand to his hatted companion. "Come on Hattie, let's get going."

Hat Kid accepted the offer as he shot a web line up to the cauldron and pulled, allowing the enhanced web shooter to do the work as it pulled them up. There, they finished inserting their orbs into the cauldron before hopping down its hole.

Arriving in the next location, they found what looked to be a run down theater with chairs tossed about and a cracked screen. Surveying the area for any more surprises, the two time keepers were surprised to find a purple swirling mass in the next room, similar in shape to the rift itself.

"Huh, what do you suppose we do?" asked Spider-Man as he poked it.

"Stand back," replied Hat Kid as her umbrella emitted the low humming sound of the projectile badge.

"Wait kid, you sure that's the best thi-" Spider-Man tried to get out before she shot a giant orange beam at the swirling mass, cracking it. She fired another beam, this time causing it to break, revealing the time piece inside.

"Wow, how'd you know to do that?" inquired Spidey.

"The manual said so," she shrugged before grabbing hold of the time piece and Spidey's hand. In an instant, they were ported out in another white flash.

* * *

The duo reappeared in the same spot they had found the rift in, time piece clutched in the hatted girl's hands.

"How long have we been out?" wondered the wall crawler.

As if on cue, they heard the Conductor bellow, "Take 49!" in the distance.

"They were on take 48 when we went in. Guess time works differently in rifts, don't they?" surmised Spider-Man.

Hat Kid gave a distracted, "Yeah," as she looked for where to go next. That was when she spotted another of the same cart that hauled away the time pieces. Quickly beckoning the superhero to follow, she double jumped down from the roof to slow her fall, straight into the sight lines of a guard owl. Thankfully, Spider-Man had used his enhanced jump to land beside her, allowing him to tackle her onto the cart before the owl turned around.

"Phew, close one," Spidey remarked.

"Mmhmm," a tired Hat Kid agreed.

They then tried to get the cart to move, but to no avail. It wasn't until they saw a lever by the guard owl did they realize what they had to do.

"Alright, I'll climb up the side of this wall," started Spidey as he put his hand on a clear wall. "Then I'll hop to the other side and hit the lever. If I'm not fast enough, be ready to catch my leap, sound good?"

With a nod from the child, Spidey put his plan into action. He made his way to the other side of the owl where the lever was and pulled. It was surprisingly slow, and with Spidey's incredible dexterity, he managed to acrobatically land on the cart, earning a thumbs up from Hat Kid, giving him one of her shades as a reward.

"So this is why Tom Cruise always stars in these films," he joked to himself.

Once the cart came to a stop again, they were back in DJ Groove's side of the studio. He was too busy directing to notice the two intruders, so they snuck by him unnoticed. The same could not be said for the guard penguins, who were circling the perimeter in search of the two who caused the security breach. Before they could attempt to sneak by though, Hat Kid tugged Spider-Man's web cape as she pointed at something shiny.

"I'll be back," she said as monotone as she could before dashing off towards whatever she saw.

"Good to know Arnold Schwarzenegger is known across the multiverses," Spidey quipped to himself as he waited for the kid to return. Minutes later, she came back with some blue yarn and what seemed to be a... beef patty?

Shrugging off the bizareness of the planet once again, Spidey led Hat Kid down where the arrow of her time locator was pointing them, careful not to trigger any guards. Though they gave the spooks to one of the poor penguins standing guard, who ran off to tell his higher ups.

Using the sandbags as leverage, the duo once again ended up on the Conductor's side of the studio. Looking down from the set, they spotted yet another cart and lever system, but this one had yet an owl guard right next to it. Deeming it too risky to attempt to sneak right under his nose, Spider-Man pulled out his web shooters again, and with the precision that only a spider could achieve, he hooked his webbing onto the lever and pulled, bringing the cart into view for them to jump on. Yet there was still the guard in their way.

"I got an idea," suggested the web slinger before pulling a tiny ball from his pocket. Tossing it down below, it made a clang as it hit the hardwood floor.

"Huh?" wondered the Express Owl before going to investigate. What followed next was the sticky fury of the web bomb bursting forth onto the poor avian.

"Awww!" screamed the owl as he tried to get rid of the sticky substance. In his predicament, he didn't see two humans hop down and push the lever for the cart as they pulled away.

"What was that? It's so cool!" praised Hat Kid.

"Web bomb. I worked on prototypes, but it looks like this will be its first field test," commented Spidey.

It was true. Even back in New York, Peter had been working on more versatile ways to disable enemies without harming them. The web bomb created a net sticky enough to hold its victims for up to thirty minutes if he so desired, but this was the first time he was using it on a true stealth mission. So far, it seemed to be working out.

"Moments later, the two arrived at a group of penguins all hanging out. Careful not to be seen, they jumped a wall and continued further until they were blocked by a line of cameras.

"What are we gonna do about that?" asked Hat Kid.

Eyeing a control panel, the wall crawler flicked a switch, causing the electronics like the cameras and lights to go out. Confused by the sudden brown out, The recording penguins never noticed the two of them slip by their gaze until they were already halfway past. Then, they just switched off the electronics again and legged it across.

"These guys are terrible at their jobs," commented Spidey.

The pair of them arrived at yet another cart, this time with the lever on top of it. Thinking they had finally caught a break from all this stealth, Hat Kid layed down on the cart and kicked her feet up, unaware of the see through windows coming up on their right, though Spider-Man did. In one quick motion, he scooped up Hat Kid and stuck them to the side of the cart, just in time to duck out of the way of two guards. Once the coast was clear again, he crawled back up to the cart and put her down.

"Thanks," Hat Kid sheepishly said at having dropped her guard so easily.

'No problem. Always be alert though," advised Spider-Man as they came to a stop.

Hopping off the cart, Hat Kid put her pointer finger up in the air to indicate just how stealthy she was about to be.

_She's not gonna stop till my heart's melted, is she? _Spider-Man chuckled to himself.

Seeing a gap ahead, the two intruders decided that the teepees surrounding them had to go. Knocking down the largest teepee, they managed to form a bridge they could walk across. Before they could celebrate though, they noticed several owl guards up ahead on the lookout for them.

Spidey made a hand signal indicating them to go forward quickly, and Hat Kid understood as she donned her Sprint Hat, ready to go. After a 3 second countdown, they bolted between the owl guards, whom they were thankful had almost no sense of peripheral vision, and ran up another wall, leading them to a stage with only a single giant spaceship and a light. Right as they stepped under the light, they heard a voice behind them.

"Stop right there!" shouted the angry receptionist as he came bolting towards the duo, bill in hand.

"Leg it!" ordered the superhero as he and the child took off, trying to find a hiding place.

"Up there!" Hat Kid pointed out as she pointed at a small ledge on the side of the wall. Not hesitating, they both ran up the wall and hid in the deepest corners they could find, blending into the shadows as the receptionist passed under them.

"Hey, did you see two miscreants run by here a second ago? One in red and blue and the other in a big hat?" asked the receptionist to one of the guard penguins.

"Not lately, I'll keep an eye out though boss," he replied.

"Keep doing so, they're in for a world of trouble when we find them," he scowled.

As both the penguin and the receptionist went separate ways, Hat Kid and Spider-Man dropped down from their hiding spot when both of their backs turned. Shadowing behind the receptionist as he traveled further into the studio. As soon as he was out of earshot, they spotted what seemed to be a red carpet with sandbags leading to it. Curious, the child and hero crossed the gap and walked up the path, where they found an eccentric DJ Grooves staring at a trophy.

"Magnificent! Stunning! This trophy is everything I desire... on the shelf of my living room!" he said to himself. "Of course, this big trophy is just a plastic replica. The actual trophy is really tiny."

"Maybe we should leave him to his monologue. We got time pieces to find," suggested Spider-Man in a hushed voice.

But not hushed enough, as DJ Grooves whipped around, surprising all of them.

"Oh my oh my!" yelped DJ Grooves.

Spider-Man stuttered, "We can explain!"

The penguin then took on a voice they didn't think was coming: admiration. "What is that I see? Is it true inner beauty? An innocent soul with a heart of gold?"

"Uh, come again?" a dumbfounded Spider-Man replied. Meanwhile Hat Kid was shell shocked at the sudden compliment, as she looked at the DJ with a look that asked, "You mean me?"

"Oh it's just a little girl and her friend, hello!" he greeted again. Hat Kid then gave an indignant look.

"Oh wait, you're not a penguin. That's good! I can use some non-penguin company around here, as all my penguins are frankly terrible actors," he admitted with brutal honesty, which Spidey had to agree with. He swore he heard the takes reaching triple digits back in the studio.

"Here's the biz: I need your help. I'm on a terrible losing streak, and I just HAVE to win this next annual bird movie award," he pleaded, implying where this was going.

Before he could continue however, he was interrupted from behind as a voice cried, "Stop right there criminal scum!" as the receptionist owl bustled in with fury. "I'm sorry you're being accosted by these troublemakers Director Grooves. They've been rampaging across the studio, destroying property and putting our guards on edge. Everything they've done can be seen on this bill I've been keeping track of.

Swiping the bill from the receptionist, Spider-Man held it in front for everyone to see. The fine at the bottom caused Spidey's eye lenses to nearly crack.

"70,000 pons?! This is insane!" burst the arachnid as he read off all the offenses. This bill made his student loans look like chump change.

"Assault on cactus? It wasn't even an actual cactus! And it wasn't even damaged," he desperately tried to explain as Hat Kid read the rest of the bill with DJ Grooves. "And seriously, teepee TKO? Do we get charged for sandbag suplex too?"

"You brought this on yourself old vulture, you and the little chirper could have just left with 3000 pons in fines. You've no one to blame but yourself," retorted the receptionist. Spidey was about to argue, but found he couldn't without revealing the power of the time pieces to local inhabitants, so he kept his lips sealed, for once.

"Ahem, it's alright darling, I have something planned for these two misfits. Also, I don't recall them disrupting any studio recordings or harming any staff, so I doubt they should be punished THIS harshly. I'll handle this," the penguin reassured the large owl.

Though he seemed extremely hesitant to let them walk, as he knew the DJ would let them do, he had some fair points going. No one was truly harmed, even the owl who had been webbed earlier showed no injuries.

"Alright sir, but just know I'm watching you two like a hawk," glared the receptionist and doing an "I'm watching you" sign with his feathers before leaving back for the front desk.

"Don't mind him darlings, he's a good employee, just more of a by-the-book bird, you catch my drift?" reassured the DJ. As the two nodded, the penguin smiled. "Alright, let's get down to business," he smirked as he took the bill and tore it in half, catching the human and alien off guard.

"Really? Just like that?" asked an inquisitive Spider-Man.

"So we don't have to pay? said a hopeful Hat Kid.

"Put it on my tab" grinned the musician turned director, causing Hat Kid to ram into him with a large hug.

"Thank you!" shouted Hat Kid, gratefulness in her voice.

"It's no problem darlings, after all, there's no doubt. I MUST have you as the stars of my next movies!," he exclaimed before hurrying over to a photo stand. "We need to give you a bird passport first darlings, step right over here," he motioned.

The two came over to stand, confused, before DJ Grooves explained, "The most important part of a passport is the picture darlings! You have to look flashy and stunning! Step right over here. Let's take the pic."

Spider-Man went first, stepping in front of the camera, though politely refusing to take off his mask. His picture went smoothly, with DJ Grooves complimenting the look that the giant eye lenses give off.

When Hat Kid's turn came, she stepped up to the camera with a smile as she waited. And waited. And waited.

"Don't move darling, we got some technical issues," DJ Grooves instructed.

Hat Kid stood still as a statue a few moments more, waiting impatiently for the camera to go off. She then had to scratch an itch on her nose. It was at that moment that the camera went off, surprising the little girl that it went off in the one moment she wasn't ready.

"Let's see how the photo turned out," said the eccentric DJ. Taking the photo, he gasped as he shouted, "Wha-WHAAA!"

"Darling, you moved! The picture is ruined! How could you," scolded the DJ

Hat Kid gave a sad look that made the director immediately regret his choice and tone of words. "I'm sorry," she sighed, clearly upset with herself.

"Hey, kid, don't feel bad, it's only one picture. We can do a retake, right?" Spider-Man consoled as he looked back at DJ Grooves with slightly narrowed lenses.

"O-Of course darling. Forgive me, my current situation had me a bit on edge. I didn't mean to upset you," apologized the penguin as he felt guilt wash over him. "Come on, let's try it again, keep those tears away!" he enthusiastically said as he tried to lighten the mood again.

Hat Kid nodded as Spider-Man returned behind the photo stand with the DJ. Getting ready for another picture, she put on another smile, though not as enthusiastic as the first one.

"Here, maybe add a bit more saturation. After all, she's wearing purple and yellow," added the superhero.

Obeying the wall crawler, the director turned the saturation up, making the child look much better in frame than the last picture.

"Okay darling, hold that smile!" said the DJ as he snapped the picture. Running over to see the second draft, Hat Kid was pleasantly surprised when she heard the penguin's feedback.

"Darling, it's wonderful! This is much better than that ugly mugshot a second ago," praised the DJ as he showed her the photo. Indeed, she looked much nicer when a hand wasn't on her nose.

"Now I'll just slide these pictures into your passport, and... here you go! Two passports for you," the DJ said as he handed them their individual passports. The two of them glanced over their passports before smiling and putting them in their pockets.

"So we're legally birds now?" asked the curious child.

"That you are my two stars! Now I must get going, I have some more work to do. Be here by 2:00 in the afternoon tomorrow for shooting and we'll make you stars!" And with that, he left the two alone again.

"Well that was someth-" Spidey started, but was quickly interrupted.

"HEY! WHATCHA THINK YOU'RE DOING?" shouted the Conductor out of nowhere, startling the two.

Before either of them could coherently respond, the other director scolded in a heavy accent, "Yer can't just jump in and fiddle with the annual bird movie awards! That's fraud! FRAUD! Hey everyone, we've got a couple of fraudsters over here!" Luckily for Spider-Man, the mask hid his lips tugging slowly upwards as he tried to hold in his laughter at this serious situation.

"Where are me owl guards at?" he shouted, waiting for one of the guards to come by. When no one came, he sighed.

"Alright lass, laddie, listen here. Yer in big trouble. If you're helping crooked DJ Grooves rig the awards, and I can't take yer to jail, then yer gotta help me even the score," the strange bird ordered.

"You mean we get to be-" Hat Kid gasped, star struck at the idea of being a star for at least two films!

"That's right, yer gotta be the star a' my movies too!" finished the Conductor proudly.

"I'd love to! When do we start!" bounced the young alien with glee.

The Conductor's hard demeanor then softened ever so slightly as he gave the smallest smile, glad to see some true enthusiasm in one of his actors for once. "Here, hold our newest prop, practice showing it off, and bring it to my movie set tomorrow evening, yer got that? Don't be late!" he sternly said.

He then reached into his pocket, and pulled out the last thing that Hat Kid and Spider-Man were expecting. A time piece!

Grabbing the time piece and Spider-Man's hand, she quickly said, "Thank you!" before she and the superhero beamed up to space.

The Conductor, lying flat on his back from surprise, simply said, "What the peck?"

* * *

Arriving on the ship, Hat Kid tossed the time piece into the vault along with the other recovered ones. Realizing it was already night, the two went to do their usual nightly routines.

While they were both brushing their teeth in the bathroom, Spidey commented, "So, movie star huh? Not bad for only being here for less than a week."

Grinning, Hat Kid said as she spat out her toothpaste, "I've always wanted to see what making movies are like. Tomorrow's gonna be awesome!"

Smiling at her innocence, Spidey replied, "Yeah, hopefully it goes better than the last films I was 'featured' in," to which Hat Kid chuckled.

After brushing, the two bid each other good night as they went to their respective sleeping spots, getting ready for what tomorrow had to offer.


	10. The Natural Order

**Hello everyone, welcome back to The Web of Time. Been having some laptop problems, but still managed to get this chapter out, so enjoy!**

**To Mad King C, thank you! Yeah, it was a bit on the cheap side, but when you have spider powers, stealth missions become 10x easier haha. Don't forget who we have exactly tagging along with Hat Kid lol**

**To Katoptris12 and Legion4311, thank you (:**

* * *

The next morning, the interstellar and dimensional duo rose again for to their usual routine. Well, at least for the first 10 minutes, before an alarm blared across the ship, shocking them out of whatever drowsy state they were in.

"I think my heart just leapt into my skull," whined Spider-Man as he covered his ears.

"Sorry!" apologized Hat Kid as she turned off the alarm and cranked it's volume down by a few decibels. Finally being able to think straight, she managed to read what it was triggered by.

_Intruder alert_

Nervously, she crept over to her bedside and grabbed her umbrella from her nightstand. She then tapped Spidey on the shoulder, toothbrush still in mouth.

"What's up kid? Can I finish brushing my teeth first?" Peter asked. Only when he saw the slight fear in her eyes did he suddenly change demeanors

"Someone is in the ship," the extraterrestrial quietly mouthed.

Immediately, Peter spit out his toothpaste and rushed over to the nightstand to grab the watch where his Unlimited suit was stored.

The two tiptoed their way through the hallway, readying themselves to confront the intruder. Hat Kid looked at Spider-Man as they reached the door to the hall and signaled for them to go in on the count of 3. After the three count, they leaped out the door, web shooter and parasol at the ready.

"Who's there?" called Spidey, fingers on the firing pin of his shooter.

"Whoa, slow down there sugars! I didn't mean to startle ya!" squeaked a familiar voice.

"Cooking Cat? How'd you get here?" asked the superhero, arms falling to his sides as he realized who it was.

"I have one of those hourglass thingymajiggys that I found while saving any good ingredients from the Mafia's fridge. Oh, speaking of, here you go hun," the feline explained as she handed the hourglass back to Hat Kid, who smiled gratefully.

"Not to mention, I just really wanted to see what an alien spaceship is like. And now I know you ain't the green and hungers for flesh kinda aliens!" added the cook.

"Nope, we're the cute kind!" said the owner of said spaceship, drawing a chuckle from their "guest".

"Hey, if you're looking to explore our planet, you'll need to understand it first. Otherwise you won't know if you're stepping in grass or quicksand!" emphasized Cooking Cat.

Spider-Man nodded, "Fair point. This world is all types of weird for both of us."

The cat nodded before declaring, "Now let Cooking Cat teach you all about relics," before being ported to the same room they heard Mustache Girl's plan in.

_How do they do that?!_ wondered the webbed wonder.

"I'll let you have this burger cushion relic for free," said the feline before tossing them what looked like a giant burger bun.

Hat Kid's eyes lit up as she realized, "It matches the one from the movie studio!"

"You can probably identify and display relics at those podiums you have around here. If you place relics in the right order, you might be able to make sense of it," Cooking Cat advised.

Hat Kid and Spider-Man listened intently, completely engrossed in the mini-lecture they were listening to.

"When they're in the right order, you can identify a relic and put it under for further study. Or just have fun with it," she said. "And that is everything I know about relics!"

The trio then ported back into the main hall as suddenly as they had disappeared. The feline then gestured towards the podiums around the ship, prompting them to try out her instructions.

Powering up the podium, Hat Kid took both pieces of the burger cushion relic and sat them on each other. Though it seemed to be in the wrong order, considering the buns were in the middle of the burger.

"Uhhh Hattie you want some help the-" started Spider-Man.

"I can do this!" the hatted child replied, now in deep thought to how to structure the relic.

After 3 minutes or rearranging, she finally had a match. The "burger cushion" was similar to the strange purple consumable life form in her fridge, minus the tentacles. Curious, she took a bite of the cheese.

"Ewwww," she said as she realized she had just bitten fabric.

Behind her, she could here Spider-Man and Cooking Cat laughing at her antics, causing her to blush. She then tuned them out in favor of writing her observations down as well as experimenting with the fluffiness of the cushion. Once she finished jotting it down, she placed a note card with her observations on the side of the podium.

"Well, now that that's done, I'm guessing you'll be headed back to Mafia Town?" assumed the webslinger.

Cooking Cat gave a shy smile before asking, "I actually wanted to see what an alien kitchen was like. Not to mention I wanted to thank y'all for saving my life when everything was on fire again. I figured I would treat you to some nice earth food."

Spider-Man's eye lenses gave a surprised look as he started, "Oh, well th-"

_Time rift detected_

"Thanksletmeshowyouwherethekitcheniscomeon!" he blurted out in a hurry as he nearly shoved the cat into the kitchen and away from the blaring monitors.

After re-emerging from the kitchen, Spidey hopped back down next to Hat Kid, asking, "What color time rift are we dealing with now kid?"

"Purple, and it's in Mafia Town," replied the little girl, sweating nervously.

"That's a big no no. We better get going," declared the hero before going to the kitchen. "Cooking Cat, we have some... business to attend to. You mind hanging out up here until we get back?"

The cat grinned, "Not at all. Now I can experiment with some alien food, and when you get back, I'll have some nice earth food for you two."

Spider-Man nodded in thanks before turning to Hat Kid, checking to see if she was ready. After an affirmative nod, they ported down to Mafia Town.

* * *

Landing near the town square, the tome protectors looked down at Hat Kid's watch. On it was a purple arrow pointing them towards the far end of Mafia Town. Using their advanced skills, they traversed the town before finding themselves at a tall wooden structure by the beach. And on the side of said structure...

"Water slide!" shouted Hat Kid with glee as she dove in head first.

"Wait Hat Kid it doesn't con-" her partner warned.

Spider-Man's words fell on deaf ears as the child slid belly down on the slide. It wasn't until it emptied out did she realize why Spidey was shouting.

"Ahhhhhhh!" she screamed as she realized the slide was too far away from the ocean.

Popping out of the slide, she slid on her belly as the sand went all over her, from her clothes to the inside of her shoes. Getting up, she emptied her mouth of sand she almost swallowed on entry.

"And that's why you look before you literally leap," Spider-Man smugly said as he rappelled down from a web line.

Hat Kid merely stuck her tongue out at him as she went into the ocean to get rid of the rough and course feeling that was infesting her entire being. Why was sand so irritating? No wonder that guy with the laser sword from Tim's movie Galaxy Battles hated sand so much.

Pulling herself back out after sufficient washing, Hat Kid pulled out a giant blow dryer from her seemingly endless pockets and dried herself off good as new. She then picked up a beach ball and gave it a good kick for the fun of it. Coincidentally, it landed right next to the time rift they had been looking for.

"Found it!" called the young girl, causing the web head to come over.

"Yup, that's it alright." he whistled before warning, "Last time we went in one of those, Sergeant Snowglobe tried to end us. I don't know if any more of my villains will show up, so are you sure you want to do this?"

Hat Kid recalled their tussle with Mysterio the day before in the Dead Bird time rift. Yes, she was frightened that one of Spidey's rogue gallery had assaulted them, as well as the implication that there could be more of them. But it was her duty as the protector of time to protect the time pieces no matter what.

"I have to. It's my responsibility," she replied.

Hearing the last word brought a proud smile under Spider-Man's mask before he said, "Alright, well once more into the breach!" he proclaimed before they put their hands on the rift with a white flash.

* * *

Entering the rift, they could see it was in a similar state to the first one they encountered at the studios. This time however, it seemed much more industrial like, as if it were a commercial fishing dock. Before either of them could question anything else, they noticed that the Mafia bartender was standing next to the cauldron they use to advance. Curiously, they approached him.

"Hello little child and spider person," he greeted, getting a wave from the two. "This is Mafia time rift. Time piece hit Mafia on head, and now time rift filled with Mafia thoughts and dreams," casually explained.

Spider-Man remarked, "Ouch. How are you so calm about this?"

The bartender replied, "Mafia is simple, much like time rift. Just how Mafia like it."

"Wise word," Spidey commented.

"Rules of time rift are simple," he began. "If you die, you start over, since rift is not extremely unstable. You need Rift Pons to go deeper."

Hat Kid was surprised. _You can start over in purple rifts? I'm gonna sue that manual author!_ she mentally screamed.

Meanwhile Spider-Man thought _Huh, rift pons. Much better than shiny glowing orb._

"That is all the rules. And remember to pick up storybook pages to learn Mafia's past," he commented before adding, "Please tread carefully in Mafia time rift. Mafia like to experience past, even if not proud of all of it," he finished with a solemn expression.

After waving goodbye and thanks to the kind thug, the two rift fixers jumped down the cauldron, armed with new knowledge regarding the rifts.

They arrived at the second level where they were greeted with a similar sight. They were in a portly little, well... port. There was nothing remarkable besides a singular building and several rift pons scattered around. The two split up to gather whatever they could find, amounting to 3 rift pons and a storybook page. When finished, they inserted the pons and headed down to level 3.

Landing in the next level, it was yet again a port, this time with a few buildings surrounded by water and a ship in the distance. All around them, they could see glowing rift pins coming from the roofs, the lamppost, even the Mafia who stood around a pile of dead fish.

"Alright, how about some more team up action to these guys down?" suggested the superhero. In response, the young child whipped out her parasol and did a martial arts stance with it. "That's the spirit," encouraged Spidey.

Together, the 3 Mafia stood no chance as they simultaneously kicked, whacked, and swept out their feet under them and sent their unconscious bodies face first into the fish pile.

"Well, that was easy," commented the arachnid as they dusted off their hands.

From there, they used their advanced skills to get on top of the rooftops and collect whatever rift pons or storybook pages they could find. After cleaning out the area, they inserted the necessary amount of pons to continue and jumped into the cauldron.

At level 4, they found themselves in a boat with happy Mafia. Nothing remarkable seemed to be around, and the cauldron was even already open, though they did a check to be sure. Luckily, their survey found them another storybook page for their book.

As Hat Kid went to the bow of the boat, she was surprised to see the time rift figure of the Mafia Boss standing proudly as the ship sailed into the unknown. The fact that he was here made her ponder about his past. She pushed her thoughts aside though as they ventured further into the rift in reality.

On the fifth level, the duo had been saving their rift pons, so they only grabbed a few of the ones scattered about along with the story pages. Though Spider-Man managed to sneak a quick bite on one of the giant meat rollers rolling around the rift made square. It had felt like ages since he had proper earth meat after all.

After crossing a tightrope across water to get to the next cauldron, they inserted all but 2 of their pons before jumping in.

Appearing at level 6, the super hero and adventurer landed in a patch of grass near what seemed to be the rooftops of Mafia Town and a rock. Doing their usual routine, they gathered everything the could find in the area, bouncing off balloons and awnings and landing on palm trees and grass.

Hat Kid shouted, "Gottem!" as she held up the last storybook piece with pride. Sticking into her pocket, she gave a happy grin to Spider-Man.

"Alright! That means this was the last level. Guess it's smooth sailing from here. No baddies in sight either," the wall crawler happily replied.

"Little Spider, you couldn't have been more wrong," came a haunting feminine voice from dark water.

_And I just HAD to open my big mouth,_ groaned the superhero inwardly. "Who is it this time? Last I checked me and Namor were having nachos at poker night with Daredevil. So why not drop the Atlantean act and come say hello?" joked the web slinger.

"As obnoxious as ever. And you've brought an appetizer for my young. Good," came the voice again as its owner slowly ascended from the ocean. Who it was caused Spider-Man's face to pale.

"Shathra," he revealed with a fearful voice.

"You escaped me once Little Spider. Now you will be mine," she said longingly.

Hat Kid took up a shaky defensive stance as she also hid behind Spider-Man, asking, "Who is she?"

"Shathra, the Spider-Wasp. I never told you about her at breakfast. She hunts Spiders like me to feed to her children, and she's got more power in her pinkie finger than Mysterio has in his entire being," the wall crawler quaked.

_Why her? I thought I got rid of her with Ezekiel _he frantically tried to reason. _I couldn't even beat her at full power. Now I'm literally half the spider I was then!_

"Spider-Man?" Hat Kid whimpered as she clutched her umbrella with white knuckles.

Just looking at this... thing sent goosebumps up her neck. It had identical white eye lenses to Spidey's original costume, but the similarities ended there. Giant black mandibles stuck out where a human mouth is supposed to go. She sported a pair of black wings to match the rest of her pitch black figure. She had long black hair and thin legs that looked akin to a real Spider-wasp, adding to her creepiness. To top it all off, she had sharp, elongated claws that could cut through flesh like butter. Even on all her space travels, she had never met an organism as hostile or terrifying as this.

"Stay close to me Hat Kid. Whatever you do, don't let her get close to you, do you understand?" he urgently asked. She gave a frantic nod before stepping behind the hero.

_No matter what happens to me, I can't let her hurt the kid. Soiling my reputation was one thing, but hurting her is the end of the line _the arachnid thought with angry determination.

"This is between you and me Spider-Wasp! Let's keep it that way," he shouted, hoping that she would keep her focus off Hat Kid.

Her lenses narrowed in an amused expression as she answered, "Apologies little spider, but she is who the one who hired me wants dead. In return, I get your ripe body all for my children."

"Then you'll need to get past me to do it," said a determined Peter.

"I'll do more than that," she threatened in her phantom like voice before charging at both of them at full speed.

Both hero and explorer dodged her initial charge as she circled around at a hairpin turn to sock Spider-Man in the face, knocking him into a rift building.

"Spidey!" a horrified Hat Kid called before Shathra turned her gaze towards her. The villain flew at the young alien at frightening speeds, tearing her claws out and aiming for her jugular. Hat Kid ducked under the swing, just in time to here the palm tree behind her get sliced in half. Equipping her brewing hat, she tried to ready an explosive potion to throw at the Spider-Wasp, but the creature's attacks were too swift, not allowing her enough time to shake the contents of her potions into an explosive. As she tried to toss a potion at her, she was backhanded by the interdimensional creature, sending her flying.

"Ahhhh!" she yelped as her back hit the exit cauldron hard. Scrambling to get up, she saw the looming shadow of the Spider-Wasp raising a claw, getting ready to end her.

"Get away from her!" came the furious voice of Spider-Man.

Behind the shadowy figure, the red and blue clad hero came swinging in hot, connecting both his feet into Spider-Wasp's face. Landing in the grass, he shot web bullets at Shathra to draw her away from the fallen adventurer. Thankfully, it worked, leaving Hat Kid desperately trying to fish out as many Rift Pons as she could out of her pocket to open the cauldron.

Meanwhile, predator and prey were locked in a stand off, each sizing up the other for the first move. After a brief moment, Spider-Man made the first move, attacking his natural predator with every trick he had learned and had access to up to this point. At first, they seemed to be evenly matched, neither landing a hit on the other as they engaged in what looked to be a deadly dance. Eventually though, it became clear that the arachnid was outmatched by the insect, as even when he landed any blows, they were rendered useless due to the abscence of his spider strength. And his reflexes could only get him so far, for even when coupled with his Way of the Spider martial art, he couldn't make up for the loss of his spider sense. At least not with this opponent.

The deadly dance gave way to a brutal beatdown as Spider-Wasp began to tear into Spider-Man. She landed multiple blows to his abdomen, fracturing a few ribs in the process, as well as catching him twice with her claws, causing rips and gashes even through his Unlimited suit on his mask and chest. Every time Spidey tried a new angle of attack, Shathra was there to counter his weakening assault and punish it. Even the accelerated decoys he threw out couldn't fool her. Soon, Spider-Man was hoisted up by his neck and held high, bloody and beaten.

Hat Kid gasped. Sure she had seen Spider-Man injured before, such as during their battle with the Mafia Boss. But the boss was lucky to have even cut his costume. This being before her had just beaten her friend into oblivion, thwarting everything he threw at her. It was the first time she had seen the monument of a man so... vulnerable.

"Let go of my friend!" she angrily shouted as she charged in with her umbrella in a vain attempt to rescue the hero. She whacked the villain square in the head, but a flawed hand caught the umbrella before tossing it to the ground, instead grabbing Hat Kid by the throat as well.

"Ggggrrrrghgrr," both of them choked in her grasp.

"Though you have learned much since our last encounter, you are not yet ripe Little Spider," she hissed as she turned to Spider-Man. "The one who summoned me promised your ripe body for my children, yet you are more lacking than our first meeting."

She then let go of Hat Kid's throat, allowing the alien child to gulp in lung fulls of air before turning back and warning, "I will come again when you are ripe for the pickings. Until then, the hatted one is safe, until my summoner fulfills his promise. You've been warned," before chucking Spidey's body at the cauldron with a resounding clang.

"Be wary child, I am not the only one you should worry about," the creature cryptically imparted before flying away into a purple crack in reality.

Not wasting anytime, Hat Kid hoisted Spidey onto her shoulder and jumped down the cauldron. Thankfully, the time piece was there and repaired. She grabbed it, and they were teleported out of the rift.

* * *

Arriving in the pocket dimension she was summoned in, Shathra faced the ticked off face of her summoner.

"Why didn't you kill them?" demanded the hooded man.

"You promised me that the Spider would be ripe, yet he is half the man he was when I first met him. He will not be sufficient to feed my children in this current state. Until he is, he and the hatted child will remain, so as to keep your end of the deal," responded Spider-Wasp.

The man with the red shattered hourglass flared his nose. "Fine, but next time, you get the job done. I didn't summon you to mess about.

Shathra smirked, glad to have gotten the last word on the man before looking back at the portal she had arrived in. "Soon Little Spider, your time will come."

* * *

As soon as they were out of the rift, Hat Kid held up the time piece to the sky, signaling her ship to beam them back. Once they were on the ship, she ran into the kitchen looking for medical supplies.

"Oh my dear, what has you in such a rush?" asked Cooking Cat, concerned with her erratic behavior

"Spider-Man is hurt bad!" she cried as she pulled out some gauze and bandages from a cabinet. Quickly, she ran back outside with Cooking Cat hot on her heels. Laying in the main hall was Spider-Man's pained figure, who while conscious, was enduring some great pain

"Can you help?" begged Hat Kid to the chef.

"Of course sugar, anything for you two," she promised before they set to work.

* * *

**Just thought I would add that Shathra/Spider-Wasp is not an OC. She's a legit character in Marvel Comics who's battled Spider-Man before and totally bodied him. Hope you like the brief mood shift though. Can't have Spidey being absolutely unchallenged in this multiverse, that'd just be boring haha.**


	11. Train Track Theatrics

**Hello and welcome back to The Web of Time! Funny enough, only now did I manage to actually get my hands on the actual A Hat in Time video game for Christmas. Crazy, right? Anyways, this is a longer chapter, so hope you all enjoy!**

**To Katoptris12, well, can't have Spidey curb stomping EVERY enemy hahaha, but don't worry, it'll get better with time.**

**To Mad King C, thank you again for the review! There will definitely be more villains coming soon. And if you stick around to the end, you'll be in for a nice surprise concerning the last part.**

**To Christopherprime22, thank you for the kind words! I was hoping everyone would like the dynamic I had going between the two. I made sure too to keep them each mostly in character, which is why I think it has been working as well as it has. And yes, would be pretty boring seeing Spidey steamroll through the enemies in the game, wouldn't it haha.**

**After the intensity I put you all through last chapter, we now return to our regularly scheduled cute program.**

* * *

It took 2 hours, but with many heart pons and rejuvenating soups amplifying his advanced healing factor, Spider-Man was healthy enough to stand and walk, though his ribs were still aching from where Shathra had cracked them.

"Gotta hand it to you kid, without those heart pons, I'd be looking at a way heavier treatment than some RR," said Spidey as he stretched his arms. "Thanks for lugging my fat body out of the rift," he humorously thanked. He became disturbed though when all he got was an unenthusiastic "mmhmm" from Hat Kid.

"Hey Hattie, why so glum? You got the time piece, and I came out alright. What's in your mind?" prodded the superhero, though he knew full well what was wrong.

"You got hurt again while helping with my job," she answered sadly, looking away in shame. She wasn't able to protect him from that... thing. Maybe she was just a failure...

"Don't think like that kid, if you ask me, this was the best outcome that could've happened," comforted Spidey, earning him an incredulous look from Hat Kid. "If you went in alone, Shathra would have had you to herself. I wouldn't have been there to distract her with my amazingly good looks," he joked, earning a small snicker from the child.

He continued, "If I wasn't there, she would've fulfilled her summoner's deal, and you'd be way worse off than you were. After she finished with you, she would've come for me, and then where would we be?"

Hat Kid hadn't thought of it that way. If she had went solo, whoever had it out for her would've gotten their wish if Shathra wasn't more concerned with making him Spider Mignon. She wouldn't have known his powers were gone, and she wouldn't have hesitated to kill her. The cold logic made her shudder at the thought.

"We've both got targets on our caped behinds. Best thing we can do is make it harder to hit the the other," Spidey reassured as he retracted the nanites on his mask, revealing Peter's confident smile.

Though the pep talk hadn't completely taken away all of her self doubt, it did help reassure her that this was the best outcome they could've gotten, at least until Spidey's powers come back.

"Thanks for that blue medicine thing you gave me by the way. It tastes like Green Goblin's toe jam, but I'd rather have that in my system than Shathra's paralysis venom," he tacked on.

"You should have some Mafia cooking to drown out the taste," joked the little girl as she giggled.

"Please, I'd rather fight 50 Shathra's than put their excuse for lasagna in my mouth," he said as he pointed to his extended tongue. "Speaking of food, remind me to thank Cooking Cat for the meal. I haven't had anything non cookie or flour based in ages."

"Will do ," she said. "Are you okay to go to the Conductor's set? I can tell him you had an accident," Hat Kid asked concernedly.

"I'm okay. Can't let you be the only movie star on this ship, can I?" he relied.

"Then let's get going!"

From there, it was a hop, skip, and a jump before they were in the machine room again. Searching for the Conductor's train on the planet, Hat Kid used the time piece detector to find the locomotive bustling its way across the desert. Once she calculated for the speed of the train, she locked them onto the back car before they were shot off towards the train.

* * *

They landed safely at the back carriage where a thoughtful Conductor jumped in surprise. "Oi! Lassie, lad, what do you think you're doing dropping out of the sk-" he lectured before he noticed a large bandage on Spider-Man's abdomen as well as slight changes in his posture. "Lad, that's quite a condition you're sporting there. What happened to ya?" he asked with concern.

"Ah, this? Just a little love tap from one of my _many _enemies," he explained nonchalantly.

"Don't dance around it ya peck neck, I see blood as fine as wine!" he exclaimed, pointing at his bandage which was indeed stained red. "I'm just askin' if yer okay to film, can't have you bleeding all over the cameras now," concluded the owl.

"It's fine Conductor, I'm still living aren't I? Takes more than a few scratches to keep this spider down," reassured the hero. He did a backflip to emphasize his well being.

The Conductor nodded, "Well, if ye say so. But anyways, I haven't written the script for me next movie yet, so we're not recording. I'll call you both when the script is ready," he said, leaning back into his initial relaxed position.

Shrugging off his surprisingly calm attitude to being scriptless, the two co-stars went into the train car to explore.

"Wow, never see these kinds of trains anymore back home," commented Spider-Man as he admired the old locomotive.

Before they could get far however, they were approached by a tall, lanky bird in a trench coat.

"Greetings, fellow Express Owls. I don't believe we had the pleasure of meeting?" greeted the strange bird.

"No, I don't believe we have," Spidey said, playing along with his ploy for now. _This guy looks like a bad Sherlock Holmes villain _he thought to himself.

"As you can see, I am also an Express Owl. I do much hooting."

Hat Kid asked, "Like this?" before sucking in a mouthful of air and giving a long, loud, "_Hooooooot."_

_"_Yes, I _hooot _much like that," came the crow's reply, which came out as a wimpy whisper compared to Hat Kid's bellow, causing her to giggle. "We can share personal details, yes? Tell me, what is your uncle's sister's maiden name?"

"Oh sure, you want my social security number to go with that?" Spidey sarcastically said, though it went right over the crow's head.

It was then that Hat Kid beckoned the crow over. Leaning closely, she whispered, "It's PECK McGee!" as her response.

"I see," the crow said, slightly disturbed by the language. "It is, uuuguuuguug. Thank you for sharing." he stammered before skulking off.

"A little bit of me says to lecture you about cursing. The rest of me says, up top!" Spider-Man praised before giving Hat Kid a high five, taking a moment to appreciate her refined wit. _Comes from hanging with the master_ he thought proudly.

They then proceeded to move further up the train, getting more questions from the crows standing around, with their answers ranging from Lockjaw as a pet's pet name and DCB4ILOSE.

"Don't these guys have a day job?" complained Spider-Man after finishing answering a crow asking about their hypothetical super hero names, the irony not lost on the actual superhero.

"Nope, and they don't have shame either," chimed in an Express Owl who had just heard a crow ask a little girl what her most ashamed body part was.

"Let's just go to the front of the train. I wanna use the horn!" called Hat Kid as she dropped down from above their heads. She had a key in one hand, and a blue ball of yarn in the other.

"Neat yarn Hattie, got enough to make a hat outta that?" wondered the web slinger. He could really use some Spidey sense back in his life.

"Nope, one more to go," she informed him. "Touch it!"

Putting his hand in the ball of yarn, Spider-Man was surprised to find it felt as if it were an ice cube. "Where's that thing been, the Polar Express?" he quipped.

After examining the yarn for a moment, the two went to the front of the train. Surprisingly, there was a present box sitting in the middle of the room. Hat Kid opened it suspiciously, with Spidey ready to web up anything that might jump out of the box. What was inside was something much more appealing.

"Oooo, very plaid," commented Hat Kid as she held up the tiny outfit.

"Looks like a detective's outfit," observed Spidey_, _leaving out the detail that the Inheritors wore the same style of clothing. _I bet that Morlun jerk shops at the same place they got this from._

Quickly jumping behind a curtain, the hatted child came back out fully decked in her new crime solving outfit.

"How do I look?" she asked.

"Like a real detective," approved Spidey, giving her a thumbs up. She beamed at him before the telephone in the room started to ring. Cautiously, she put it to her ear and said, "Hello?" while putting it on speaker for Spider-Man to hear.

"Is this the kid with the hat?" an ominous voice asked.

As her face filled with trepidation, Spider-Man grabbed the phone from her.

"No, it's DJ Grooves' answering machine. Please leave a message at the tone," he sarcastically replied. He then heard a dark chuckle at the end of the line.

"Ahhh, the Spiderman as well. I was hoping you'd be here," the voice said.

"Now I just know you're saying it without the hyphen, so I gotta st-" he started before he was interrupted by the mysterious caller.

"Go to the back of the train. Your uncle's sister has come to visit you. You better show your fam some love, or I'll be talking to a corpse next time," it concluded before hanging up.

Without a word, the crime fighting duo rushed to the back of the train, wasting no time trying to make sense of the situation. By the time they got there though, it was too late.

"Oh no," Hat Kid gasped under her breath. In the middle of the train car, an Express Owl lay dead on the ground with a knife sticking through his back. The most out of place thing about the situation was that a wooden cutout of a woman standing over the body. Just after they entered, they heard a voice begin stammering behind them.

"A-a-a-a MYERDER?! ON MY OWL EXPRESS?!" sputtered the Conductor beside them. "I can't believe someone would murder one of the Express Owls," he lamented before angrily turning to the cutout. "And I can't believe it was your uncle's sister PECK! What do you have to say for yourself?"

When the cutout gave no answer, he glared at it, accusing, "Oh, so you're giving me the quiet treatment eh? That's what a murderer would do," putting heavy emphasis on the R.

Spider-Man facepalmed and was about to say something, but a voice behind them called, "Leave this case to us." And lo and behold, all the crows on the train were in the doorway and flashing some shiny badges. "We're C.A.W, the Crow Agent Watch. We've been monitoring everyone on this train since the last station."

_So that's what they were getting so snoopy about _realized the web slinger.

"We'll be searching the entire train for evidence. No one is allowed to go outside this wagon," the lead crow ordered.

"WHAT?!" demanded a furious Conductor. "I can't even walk around in me own train? How dare yer?"

"Once the clock strikes midnight, we'll get off at the next station with the murderer in cuffs. Stay here while we investigate further," a crow arrogantly said before they all left into the next car.

The Conductor was fuming. "Those C.A.W peck necks can't tell me what to do! I bet they committed the murder and are destroying all the evidence!" he angrily shouted.

"You sure you want to push them? They seemed shady enough to actually be part of a federal government," said the arachnid based hero.

The old bird scoffed, "Federal government my tail feathers! I woulda heard about them, bein' as old as I am. And besides, I don't need to push them. I have me secret weapons standing right in front a' me!" the Conductor said grinning.

Spider-Man seemed surprised as he choked out, "Us? Why?"

"Why, I trust you lot more than those trench-coat wearing peck necks anyday. After all, aren't ye a superhero or something?" inquired the avian as he pointed to the arachnid. "And you're a detective!" he added as he pointed to the extraterrestrial.

"Well, you have a point. You in Hattie?" asked Spidey. His response was an ecstatic "Yeah!" from said detective.

"That's the spirit," chuckled the Conductor before waving them off. "Now go on, shoo. Find out who committed the murrrrrrderrrr. And watch out for those C.A.W peck necks, who knows what they might do to ye fer snoopin' around the train," he warned.

Nodding, the two crime solvers entered the next wagon over. The first thing they noticed though was that there were crows everywhere making patrols, making it nearly impossible to walk around without getting spotted.

"How do we get around them?" wondered a perplexed Hat Kid.

"Well, looks like now is as good a time as any to test this out. Stealth mode: on!" Spidey said before he disappeared from sight.

"Spidey?" called out the young girl in a hushed tone.

"Got your nose," he said as he seemed to pop back into existence, surprising Hat Kid as he formed right in front of her face. "You likey? I've been working on this since before we came to Dead Bird Studios. Makes me completely invisible by Though it heats up the suit a little bit," explained the web slinger as he hung upside down.

"Coooool," she said in awe before remembering their predicament. "Do you think you can hide me so we can sneak past the crows?" she whispered.

Spidey shook his head, "No can do. It only works with one person for now." He then went back into stealth mode before shooting a web to the ceiling, but not before giving the little girl a communicator to hear him through. "That crow in the front paces back and forth, while the one behind him just stares at that blackboard. If you time it right, you can sneak behind the blackboard or onto that bookcase on your right," relayed the wall crawler.

"Roger that," Hat Kid confirmed, seeing the gap in the crow's sight lines. When his back turned, the little girl zoomed past behind him and his buddy as she clambered up the book shelf. She gave herself a victorious grin before realizing she nearly hopped down into another crow's sight.

"Atta girl," cheered Spidey into the communicator. "Let's split up and cover more ground. You take the first floor while I search the second."

"Got it," replied Hat Kid before pushing forward into the next cabin while Spidey crawled through an unlocked door.

* * *

Hat Kid pushes through the door and her heart skipped a beat. She had just entered a wagon full of crows! She was desperately looking for somewhere to hide, but it seemed nowhere could escape their sight. Fearfully, she waited for one of them to come towards her.

"And the owls don't like to give their blueprints!" shouted one crow, causing the rest of them to erupt with laughter, tears in their eyes as they guffawed over such poor comedy.

_Tears in their eyes_ realized the kid detective. Quickly, she ran up the stairs to the second floor while all the crows were distracted. Thankfully, none had spotted her, and she wiped a nervous sweat drop from her brow. From there, she made her way back up to the VIP room she had been in before, hoping she didn't get stopped by another owl with eye problems.

As she entered, she noticed that there was another crow guard patrolling. Hiding under a table, she watched as he went through the middle of the room. When he turned back around, she stealthily snuck behind him before breaking off to the left, nearly stumbling into another crow's sight lines.

Her clumsy mishap ended up being for the better though, as she spotted a file on top of a table that the crow was circling. Making sure he wasn't looking, she quickly ran in, grabbed the file, and scurried over to the other side of the room. Reading it, she saw a picture of the wooden cutout of Peck McGee hanging on the side, as well as surprisingly compelling evidence suggesting they somehow committed the murder.

Putting the file in her hat, the young alien was about to leave when she noticed there were some platforms above her. Using the TV in the room as leverage, she hopped up to the second floor, where a key was tucked away in the corner. Using the platforms to make her way over, she jumped past a crow watch and snagged the key, before equipping her sprint hat and running out of the room before any crow guards could spot her.

Satisfied with herself, Hat Kid tapped her communicator, saying, "Come meet me back by the bookshelf," before dashing off to link up.

* * *

Back with Spider-Man, he had just entered the unlocked room at the top of the train. It seemed like there was only one crow guarding the room, and he was just looking at two platforms on the second floor.

_My high school locker had more security from Flash Thompson _the spider inwardly bemused as he rappelled down from the ceiling. From what he could gather, it seemed to be a lounge of shorts, with pool tables and a bar decorating the room. In the center of the room however, there was a file sitting in the ground, papers strewn across the carpet.

"Well what do we have here?" wondered the web slinger as he picked it up.

Inside, a picture of the Conductor was clipped to the top right, as well as some solid evidence that put the owl in a less than innocent light. Especially concerning his attitude towards mentioning 'award 42'.

"Best hold onto this," he said to himself, creating a web backpack and storing it in there. "Let's hope the pages don't get stuck together."

He then noticed there was a room upstairs by the pool tables. He went inside, and noticed there was large key being guarded by two crows. Crawling on the walls, he circled around a wall and shot a web line, pulling it towards him.

"Better add this to my growing pile of souvenirs," he said to himself as he tossed it into his temporary web pack. Guessing where it could be used, Spidey hurried out the room cautiously and back out to the main part of the wagon, where Hat Kid was probably waiting for him.

* * *

Hat Kid hope Spidey would be there soon. There was only so much time they had left before the clock struck midnight. At that exact moment though, she felt something go _splat_ on her back before she was hauled up.

Pulling the little alien to the second floor, Spidey have a playful, "Heyo," before helping her up into the platform.

"So, find anything?" he asked.

She nodded her head as she lifted her hat, revealing her key and evidence file. "Did you find anything too?" she asked back.

"As a matter of fact, I did," replied the arachnid as he took off his makeshift pack. Letting the little girl peer inside, he also grabbed the key in her hand and stuck it in the giant lock, making way for them to get inside.

"Hmm, guess you got the right key. Let's hang onto this one for now though." he said as he motioned towards the spare key. Slipping in her evidence file on the wood lady into the web pack, Hat Kid followed Spidey into the room.

Inside, they could see that this was the luggage room, as there were innumerable suitcases stacked on top of each other. In the middle of the room, they found another of those strange old telephones like at the front of the train. Oddly enough, it began ringing again, prompting the two to answer it warily.

"So you think you can just sneak around the train like this?" the ominous voiced asked rhetorically.

Spider-Man replied in his usual snarky fashion, "Yeah actually, especially with these bird brains as your patrol. It's like you got the Great Value version of Agent Smith."

With more irritation present, the voice shot back, "Just drop the detective act. You'll never catch the real murderer hehehe."

"We'll get you, you meanie," defied Hat Kid.

"You can't point your finger at someone without clues. The clock is ticking. Will you be able to find enough clues to point your finger at the murderer?" And with that the phone went dead again.

"Come on. Let's show him what two crime fighters can do when we put our heads together," encouraged Spider-Man.

With a grin of determination, Hat Kid was back into the case as she climbed up onto the piles of suitcases. Surveying the area, she noticed an area being frequented by two crows.

Silently, she dropped from her perch on the suitcases and ran into the area the crows had been guarding, taking cover behind a corner when one passed by. On the ground, she saw yet another file laying there. Picking it up, she signaled to the man on the wall to hoist her up as she was stuck by a web line.

"So, who do we have now?" asked her partner.

Opening the file, they noticed a crow's picture on the top right, as well as some obvious observations made about their nosy behavior.

"As of now, I'm voting on the slim and shady gang," added Spider-Man, which was also Hat Kid's guess.

Closing the file, the duo saw a platform leading to a locked door. Figuring it was where Spidey's key belonged, they made their way over and stuck it in the lock, causing it to pop right off.

They proceeded through, finding themselves back at the room where they had begun, except there was a big red button on the ground.

"Nothing ever goes wrong with a big red button," Spider-Man sarcastically said, but got bug eyes as he saw Hat Kid jump straight onto it.

"Hat Kid wa-!" he began, but stopped when he realized that the train HADN'T exploded, instead retracting a glass wall which neither of them had noticed, as well as dropping a crow guard out of sight of a big metallic door.

"Huh, never realized that was there," Spider-Man sheepishly chimed.

"Me either," Hat Kid said, scratching her head.

Together, they went to the now unguarded door and proceeded inside, where they were now in a giant security room filled with crows watching security footage. On their left was two doors and a lift, and there was one on their right as well locked behind another lock chain.

"Wow, talk about hive mentality," remarked Spidey, as the scene before them reminded him strangely of some forms of brainwashing he'd witnessed before, making him shudder.

"Let's split up again. Divide and conquer. You take the left left door, I'll take the left right door," he devised, only to get a confused head scratch from Hat Kid.

"Huh?" she said with a bamboozled expression.

Spider-Man sighed, "You take that door, I'll take that one," as he pointed at each respective one

Now understanding, Hat Kid ran up to the lift and went into the left door, while Spider-Man crawled to the right.

* * *

The first thing that Spider-Man noticed on entry was the extremely pointy contraption sitting in the middle of the room. Looking around, he saw platforms leading up to a control panel at the top. It wasn't until he heard the ominous phone ring again did he realize something was very wrong.

Picking it up, he put it to his ear and said, "This is Joe's pizza, how may I help you?"

"You just don't give up do you?" the angered perpetrator growled.

"Yeah, it's kind of my whole shtick," replied the witty web head.

"Seems the only way to get rid of you is to make you run out of time. So here's a fun time eater: Lockjaw has gotten itself in an unusual situation. It's hanging from a thin rope for dear life, just above a woodcutting machine. What an odd coincidence!"

Looking up, he could see a wooden cutout of a dog dangling from a hook. He said to himself, "Heh, Lockjaw's been hitting the gym lately," before turning back his attention to the caller. "Oh no, whatever shall I do," Spider-Man sarcastically exclaimed.

"What are you gonna do? Save Lockjaw from becoming saw dust or figure out who the murderer is?" mocked the voice before hanging up.

Spider-Man laughed to himself. "Clearly you haven't been paying attention mister," he smugly said before shooting a web line to the ceiling and climbing up. "What part of 'does whatever a spider can' is so hard to get?"

Within seconds, he had crawled over to the control panel and moved the "dog" to safety. When he climbed down to it, the superhero was thoroughly surprised to hear the dog start _talking._

"Thank you for rescuing me kind human, woof woof. I found this clue on the murderer, hope it helps, woof woof."

Then from below the dog, a file slipped under it that Spider-Man picked up.

"The Express Owls? Well, can't say they're totally clean. Maybe they at least saw something," the wall crawler said to himself before placing the file in the web pack, leaving the room and Lockjaw behind as he waited for Hat Kid.

* * *

Hat Kid felt a swell of heat as she entered what seemed to be the boiler room. She wiped her brow of sweat as she began looking around, her eyes falling upon a shiny golden key at the other end of the room. _Jackpot_ she thought.

As sneaky as she could go, she hurried past the numerous crows sitting at tables and the ones that were doing patrols. Sliding to a halt, she scurried past a table of crows before making it to the other end of the room. There was only one crow table left, though she would have to duck into cover twice.

As she slid into cover from the shady avians, she overheard their conversation. Expecting more bad comedy, she was shocked to hear a crow go, "You should have seen her ugly nose!" before a chorus of laughter rang out again.

Hat Kid's hands flew to her face. That was the same body part she told that crow she was ashamed about! Her nose was just as good as any nose!... right?

Before she could think further, there was more laughter, and the detective had to rush to avoid being seen. Hastily grabbing the key, she made her way back to the entrance to the boiler room.

* * *

Spidey was standing guard to the boiler room when he heard the door open, revealing Hat Kid with a down trodden face.

"What happened now, kid? Did you get caught?" asked the worried hero.

"Hat Kid looked him in the eye as she told him, "Do you think my nose is ugly?"

Confused at the statement, Spidey merely said, "What? No! A nose is a nose, and yours isn't much different from mine. Why do you think so?"

"The crows in there were making fun of my nose," admitted the young child. It had taken more of a shot at her self esteem than she would care to admit.

"Seriously? THOSE guys are picking on you about body shape? Look at them, they probably think leg day means eating chicken legs. Actually wait, maybe not, since that's sort of bird cannablism?."

Hat Kid once again broke into a contagious grin. There's just something about Spider-Man that made her feel whole. That cast away any of the self doubt she sometimes harbored.

Once again back up to a healthy morale, the hatted child lead to way to the single door on the right. Sticking the key into the lock, Hat Kid had to agree when Spidey commented, "I've seen less locks on a bank vault than I have on this entire train."

Opening the door, the first thing the two noticed was they were short on time, as the clock had just hit a quarter to midnight. Quickly agreeing to speed up the investigation, the duo speedily skimmed the room from top to bottom, finding a door into the sauna.

Pushing forward, they were overtaken by the relaxing heat that the sauna was giving off. They almost wanted to stay in there for a few minutes longer. Unfortunately, it would be strange for two humans to show up in the _owl _sauna, so they made sure to hurry and check around without being caught.

"Another key!" informed Hat Kid into the communicator. After a thumbs up, Spidey snuck out using stealth mode as Hat Kid shadowed the one owl guard patrolling the sauna before heading out as well. When they re-entered the lounge, the duo crept back to a door they had seen earlier in their inspection.

Before they left though, Spider-Man called out, "Wait!" as he had noticed they had missed a file sitting on a serving cart. Rappelling down in between the crow guards, who thankfully lacked any sort of peripheral vision, he grabbed the file from the cart before zipping back up to the second floor.

"Let's see who we got this time," the hero said as he opened the file, though both were thoroughly shocked when they saw a picture of the _murder victim_ on the top right corner. "Soooooo, does that make it suicide?" asked a befuddled Spider-Man. Hat Kid only shrugged in reply.

Putting the file in the web pack, the two left the room and went out into the third floor of the security room. From here, they could see a maximum security door that said "KEEP OUT" on the other side of the room. Pondering how they would get over there as the lift had been stopped, Hat Kid was surprised to hear a _thwip _before a web line connected the two floors.

"Hope you've been practicing your tightrope skills," said Spider-Man, before he took off sprinting down his makeshift tightrope, Hat Kid following close behind.

Upon reaching the heavily sealed door, the hatted detective put the key, which seemed to be the largest one yet, into the hole. It clicked, and the two entered into the room.

When the two looked at the center of the room, they found the last clue they needed, but that wasn't what grabbed their attention first. On a blackboard behind the clue, there was a drawing of Hat Kid and Spider-Man's anatomy.

"Well it would seem we're quite the anomaly, aren't we Hattie?" chuckled the web head, as he looked at his supposed x-ray. According to the x-ray, he had 4 extra arms hidden at his sides, along with 3 hidden sets of eyes. They had even added a spinneret to his butt. _Come on, I'm not a literal Man-Spider! _he inwardly groaned.

"How did they know I put candy in my hat sometimes?" questioned the hatted wonder as she looked up at her x-ray. All seemed to be relatively normal for her scan, except that there were apparent galaxies in her hat, her ponytail had a bone, and her brain was literally made of bone tissue. _Well, at least I don;t have six arms _she bemused.

After examining their respective pictures, the two went to the final clue and opened the file. Dramatically gasping, Spider-man looked away as the file had one picture of each of them as suspects. Hat Kid's hands also flew to her mouth as they gawked at the revelation. Putting the file in the pack, the two then raced back to the cart where the Conductor was waiting.

"So, who dun it?" asked the yellow bird as the detectives and the crows all piled in.

Shamefully, the lead crow said, "We couldn't find any conclusive evidence. We have no idea who murdered this owl."

"WHAT?" yelled a furious Conductor. "So you've done peck all to solve the case?" before turning back to his hired detectives. "So, who's the murderer?"

Pulling out all the files from the pack, Hat Kid walked around the room trying to intimidate each suspect as she reviewed each case file in front of them. "Hmmm," she hummed before coming to a conclusion.

It was...YOU!" she accused as she pointed her finger. Straight at Spider-Man.

So you figured it all out," Spider-Man said, playing along with the situation. "I pre recorded those messages from the phone, so that when I stabbed the owl, it would look like one of you did it," he continued as he gestured to everyone in the train. "Then, I joined up with her to make it look like I'm the hero! But she was too smart to be fooled by my master plan, so I just used a rubber knife instead to avoid the lawsuits on murder," he concluded, still in his villain persona.

"A rubber knife?" exclaimed the Conductor.

"Yeah, can I go now? I've been on the ground for hours, and this knife is getting real itchy," said the now standing victim. Spidey smiled under his mask. He's been to real murder scenes, and he knew from the start this was a set up.

It was then that the Conductor yelled, "Cuttt!" before all the owls and crows left for the next wagon over, giving the Conductor alone time with the two stars.

"Thanks for solving the murder you two. Not only did you figure out who committed the crime, you also revealed the victim was never harmed!" he congratulated.

Spidey smiled, "Well, it's definitely more fun than any of the real crime scene investigations I've been to. And Hattie here sure enjoyed it."

"Yup!" chimed the shy little girl.

"What, you think I'd let a real murder happen on MY Owl Express? Think again! It was all just a setup for my newest Owl Express movie: Murder on the Owl Express!" he proudly declared.

"Gee, you sure had us fooled," Spidey sardonically replied, though the old bird never noticed.

"Well you gave us intense footage for the movie! I bet DJ Peck Neck can't make a movie half as good as this!" he smugly proclaimed before clearing his throat. "Well take this thingamajig and get outta here," he said before handing them a time piece.

Quick as a flash, Hat Kid ran up and hugged the Conductor in a tight hug while telling him, "Thank you!"

"Easy there lass, you're crushing me spine!" he gasped out before Hat Kid put him back down, embarrassed. "It's alright lassie, I know these things mean a good amount to ye, least I can do is give one up for such good footage."

Once again thanking the old avian, Hat Kid and Spider-Man grabbed hold of the time piece before zipping off back to their ship, leaving the Conductor alone to his thoughts.

"Ah, those two have good heads on their shoulders," he said wistfully.

"Them? Pshhh, they're nothing but selfish liars," came a voice.

The Conductor tensed, shouting, "Who's there? Come out here and we can settle this with some old fashioned fisticuffs ya peck neck!"

"That would be me," the voice said before stepping out of the shadowy corner of the wagon. It was a girl with a red hood and a mustache. Definitely one of the stranger folks the Conductor had seen on his train.

"What do ye want with the lad and lass?" interrogated the owl.

"Them? I don't want anything to do with those good-for-nothings. I'm here to help YOU become the greatest movie director of all time. All you need is one of these," Mustache Girl said before holding up a time piece.

"That's just a shiny hourglass, what's it to ya?" questioned the director.

"It's more than that. These have the power to control time. Bet they never told you that, did they?

The Conductor was shocked. "They what?!" he cawed. But the hooded girl continued.

"I can give you this, and you can do whatever you please with it. All you need to do is follow my some, _specifications _I made for your next movie," Mustache Girl foreshadowed.

The Conductor leaned in closer and replied, "I'm listening..."

* * *

"Phew, if I were a vigilante in the Old West, I think I would die from heat stroke," Peter said as he flopped into the pillow fortress and tossed his suit watch onto the nightstand.

"Don't forget, we have DJ Groove's movie tomorrow too!" Hat Kid called to the arachnid as she settled into bed.

"If I manage to get out of bed, I'll be there," joked Spidey. She knew he would be there. "Anyways, goodnight Hat Kid, glad you enjoyed your walk in the lime light,"

"Good night Spider-Man, see you tomorrow." she yawned before turning off the light.


	12. Lunar Limelight

**Happy decade readers! Welcome back to the Web of Time. Exciting things are gonna happen for this story this coming year, so I hope you're all along for the ride. Anyways, enjoy!**

**To Katoptris12, let's not think about the implications there haha**

**To Mad King C, thank you again for the review. It's alright, that's just life for you. I'm glad for the reviews you have given though, helps my motivation**

* * *

"Not again!" shouted two voices in unison as the entirety of Hat Kid's ship shook. Walking out of the machine room, the two lab rats were covered in soot and eyes wide open.

"Alright, tazer web test #5 is up in smoke. Literally," a winded Spider-Man huffed.

After getting up that morning, the dynamic duo had spent the majority of it closing various blue rifts that had popped up around the globe as they waited for DJ Groove's recording session, which was apparently being held on the moon.

In the meantime, as they waited for the moon to orbit around to their end, they had spent their day augmenting and inventing Spidey's various gadgets. It was a mix of ups and downs, as the web bomb and web shield prototypes had done spectacularly for their test. Others like the tazer webs and the web wings were a much more agonizing process.

"Heh, you might wanna comb that down," Spider-Man sheepishly chuckled, referring to Hat Kid's staticky mess of brown locks.

The hatted wonder gave him an expression that almost screamed, "Seriously?" before blowing a strand out of her face. She then went to the kitchen to get a glass of water.

Spidey meanwhile was enjoying the steak that Cooking Cat had left him. Ever since the helpful feline had showed up, he had been catching up on all the meals he'd had to replace with cookies.

"Modern problems require modern solutions," preached the wall crawler as he spun himself a web shield. Then, he placed it on a table to use as a makeshift plate, since Hat Kid had neglected doing the dishes. He then placed his meal on it and dug in.

_New York strip too? If only all the cats in my life knew how to cook this well _he quipped in his head as he remembered "The Lamb Sauce Incident" with one Felicia Hardy. _Wonder how she's doing? _the superhero pondered about his ex.

At that moment, Hat Kid popped back in with her web plate as well carrying some macaroni and cheese, and together the two indulged in their respective meals.

"This is good food!" proclaimed the little girl as she swallowed the last bit of macoroni off her plate.

"You think that was good, wait till I take you out for some authentic NYC pizza one day," boasted the Queens native as he finished his steak and rice.

The two spent the evening chatting about recent events, from the Mafia liberation to their recent recruitment into show biz. About a half hour before nightfall however, the intruder alarm blared once again, though this time toned down from the last time it went off.

"How do people keep getting on this ship?" whined Peter as he reformed his Unlimited mask.

Hat Kid's watch had said the disturbance originated within the machine room, so they rushed in, ready to take on who or what had boarded them.

"Down here!" A heavy voice proclaimed.

Looking down, the two noticed the sound seemed to be coming from a jar on the ground. Spider-Man made to pick it up, but recoiled back quickly as he realized that it contained _human organs_.

"Ugh, gross!" he spat.

The jar continued in a dramatic voice, "So, we meet again, my arch nemesis's!"

The two scratched their heads as they tried to remember where they fought a jar of human body tissue. Seeing their confusion, the jar seemed to get angrier, despite only having eyes, a mustache, and a brain.

"WHAT? You don't remember me?!" How rude!" he fumed at the two heroes. "It's me? Boss of the Mafia? You knocked me out in our little indiscretion and your young friend captured my remains in this jar?"

The realization dawned on the two in a heartbeat as the flashed back to Mustache Girl's absurd plan. _She actually went through with that? You have gotta be joking! _the shocked superhero thought as he covered his face in his hands. Meanwhile Hat Kid was clutching her head as she tried to get out some kinds of words.

"I'm without a body. I should be furious! But it's ok. The past is the past," he simmered down with what one could guess was a smile. "And I'll accept your carcass as an apology!"

Taken aback by the statement, Spidey answered back with his famous wit, "Well you see I still have a 6 decade warranty on this one if I eat all my veggies, and she's still got her whole life ahead of her," as he pointed at Hat Kid. "I'll give that a pass. But I can make you a fruitcake."

"What?! You won't hand it over?" the jar puffed. "Such nerve on such a small child and strange man. If I had hands, I would slap you!"

"Well, you can sure try, Bottleneck," retorted the web head.

The jar then became more sullen as he muttered, "I'll just buy a new body then! There has to be some poor soul out there who is willing to trade his corpse for money!"

_If only you knew _the wall crawler solemnly though as he recalled a certain horn headed rogue from his multiverse.

"Well, if it helps, here's some money to help you with that," said the arachnid with pity as he tossed a bag of pons at the former crime boss.

"I do not need your pity money," stated the jar with indignity. "However..." he then fabricated a stand from seemingly nowhere, startling the two residents. "I may not look like it right now, but I'm well-traveled. I know the whereabouts of all the secrets on this planet." He then perked his eyebrows up as he persuaded, "Buy my map badge, and I will show you where to find relics that will make you rich!"

"First you try to kill us, then bunk with us, and now you're trying to bargain with us? What's with the mood shift?" questioned the skeptical superhero. Hat Kid have a suspicious look as well.

"Though I am extremely angry with your insolence, you were worthy foes. The first to defeat me in years," acknowledged the Mafia Boss. "Even I will give credit where it is due."

Spider-Man pondered over his words before conferencing with Hat Kid. After a brief talk, they told the Mafia Boss they would maybe come back another time when they had more money. He didn't appreciate his kind gesture being declined, but he understood the circumstances. Before Spider-Man left though, the boss called out, "Wait, come here arachnid."

Curiously, Spider-Man waved Hat Kid to the main hall before turning around to the Mafia Boss. "Alright, if you wanna go another round with the name calling game, just know I can do this all day Jar-Stache."

The Madia Boss shook his jar in a "no" manner before admitting, "While I was in the clutches of that little mustached fiend, I witnessed you swinging around on your webs and saving my citizens, Mafia or not. And if I am informed correctly, you were the one who turned off the faucets with the hatted child." The boss then gave him what seems to be a praising look before finishing, "Thank you for saving my island."

Spider-Man was shocked by the genuine statement. "Um, well, of course. It was the right thing to do," he stammered before switching to a different tone. "But just remember, it's not 'your' island. It was the people's before you arrived. Least you can do is treat them as that," he said with conviction as he recalled when Hat Kid had read him the story book from the Mafia time rift. Sure he empathized with their terrible life before, but it was not enough to justify the subjugation of an entire island. Without another word, he turned and went back to the main hall, leaving the former crime boss to contemplate his words.

Back in the main hall, Hat Kid had pulled out two shuttle pods, each big enough to hold one of them. Carefully making sure to put up the ship's shield to avoid being sucked out into space, the space explorer pushed them out the hatch in her front window. With them now floating in space, she turned and saw Spider-Man finally emerging from the machine room.

"So, I'm assuming that's our ride down there?" asked the web slinger as he pointed at the now visible moon.

"Yep, and last night, I installed an oxygen recycler in the Unlimited suit. Now both of us can make movies in space!" cheered the enthusiastic child.

"As if this suit couldn't get any cooler," grinned Spider-Man. Then without further ado, the two floated out to each pod and strapped in. Minutes later, they were shooting towards the skylights emanating from the surface.

As the two approached the lunar surface, their pods activated their landing protocals, sticking out legs for the landing and slowing down the rate of combustion before they touched down on the surface.

It took all of Spider-Man's will to keep his inner nerd from quoting Neil Armstrong. So instead, he just thought it in his head._ If Moonknight could see me now_

_"_Over here!" called Hat Kid as her pod landed. She waved at him as she equipped her sprint hat and ran off into the bustling city before them, Spidey close behind.

"Alright, DJ Grooves said to meet him in the town squa— whoahhh!" yelped the web head as he took a small jump—and leapt 30 feet into the air! "Now I see why Uatu lives up here," he said to himself.

Arriving in the town square, the two found the disco penguin standing on a stage, waiting anxiously for their arrival.

"DJ Grooves, over here!" beckoned Hat Kid. At the sight of his two stars, the penguin perked up and waved them over.

"Welcome to the first day of shooting, darlings! Today, we need to transform you into the biggest movie stars the bird world has ever seen! You need to become a hustler and a diva!"

Spider-Man bit his lip as he said, "Don't know about that Chief, the most publicity I got ended with people throwing bagels at my face for a million dollar reward."

"Not to worry darling, I've called a press conference here on our moon set. You just need to get out there and electrify the public! After all, this is a movie. Our job is to make you look good," DJ Grooves said with a wink.

Spider-Man shrugged, saying, "Well when you put it that way, why not? So what's the plan?"

Grinning that Spider-Man was on board, the penguin instructed, "Just go out there and make yourselves known! Once you've got them going crazy, come back here and we'll show off our newest prop." He then gestured to a time piece being tucked away in a corner. "That's right, we'll unveil our new movie prop to the masses!" he announced to the penguins at the conference.

"Alright, seems easy enough, where do we start?" asked the web slinger.

"Anywhere you wish darlings, the moon is now yours to dazzle! Good luck!" And with that the groovy penguin jumped away.

"Alright, let's get going. Hattie, you take the lead in this one," said Spider-Man. Hat Kid excitedly ran around the square, wondering what they needed to do, until she was startled by a bright flash.

"Wow, thanks!" thanked the penguin photographer as he took out the Polaroid picture and shook it. Once it had cleared, it showed a rather unpleasant picture of Hat Kid as if she were a deer in headlights.

"Someone isn't very photogenic, is she?" teased Peter, drawing a pout from the little explorer. He then leaned over and asked the penguin, "Hey, I used to work for newspapers taking photos. Want me to get those shots for you?"

"Be my guest. I'm more of a sound and lights kind of bird anyways," the fedora wearing bird agreed. "Take as many pictures as you want. It'll help you grow your fan base. Look, it's already grown!" he said as he gestured at a jumbo screen. And he was right, 25 people were already part of their fan base from one badly composed picture.

"Thanks, I'll keep it in mind," he said before taking to the rooftops with Hat Kid, trying to fund more excitement.

"Hey Hattie, try diving to that rooftop and I can snap a nice action photo," instructed the Daily Bugle's best.

"Make sure to get my good side!" she playfully called before lining up a jump to the adjacent rooftop.

"I always do," Spidey said as he readied himself to snap the pic. But from the corner of his lenses, he saw two things that caught his eye. The first, was another icy ball of yarn in the second floor of a building. The other was a very familiar face hanging out by it.

"Badge seller?" Spider-Man wondered aloud, before returning his attention to his partner.

"Incoming!" Hat Kid called as she put on a smile before diving across the roofs.

Snapping the picture, Spider-Man and Hat Kid stood around as they waited for the picture to form. When it did, it showed Hat Kid diving through the air with a grin as wide as her space ship.

"Not bad if I do say so myself," Spidey said. Turning to the jumbo screen, they saw that their fan base had nearly doubled now. "That's definitely a first in my career," remarked the web head. "Anyways, look who decided to go their own expedition," he said to the young explorer as he pointed down below.

"Badge seller!" exclaimed Hat Kid as she hopped over to the building, not missing a beat as she nabbed the ball of yarn too.

"Why hello young one, here to make another purchase?"

"You know it!" she responded as she looked at his assortment of badges, before her eyes fell on an odd one. "What's this?" she asked, referring to the angry portrait of her on the badge.

"That would be the Fast Hatter badge. It allows you to use your hat abilities almost instantaneously. Not a problem right now, as your current hats can be used almost automatically. But who knows what the future may hold?" explained the strange man.

Hat Kid thought about it hard. Sure, her hats now were able to be used at the snap of a finger, but what if she makes one with a long cooldown? Anything super useful usually has a drawback. Making her decision, she handed off 300 pons it the vendor in tiny bags. She stuffed the badge in her pocket for safe keeping before thanking the Badge Seller and scampering off.

"Got anything for me Mr. Glitch in the Matrix? asked Spider-Man.

"Why yes, here," said the vendor before pulling out the badges from before, along with 2 new ones. Pointing at the emblem that seemed to be comprised of spiders, he explained "You are already familiar with the Hunter and Ultimate badges. Now I present, the Hive badge, based off of Spiders-Man, a collective colony of spiders believing itself to be Peter Parker of its world. This badge allows you to communicate with, or even control all spiders in the immediate area."

Peter cringed, "Wow, that's kinda creepy. Think I'll pass for now. Plus, that's more Ant-Man's thing."

The Badge Seller nodded as he then pointed to a badge with Spider-Man standing in the "Vitruvian Man" positions. "Understandable, now here may be a badge that can be used more for utility. The Arachnid badge allows you to grow 4 extra arms, like during your mutation incident."

"And tell me WHY I would want this badge again? Think you need a better PR department if that's how you pitch a sales point," Spidey said incredulously.

The Badge Seller merely chuckled in reply, telling him, "I thought you'd say that. Which is why I made it dual purposed." He then clamped his hand around it, and when he released, the badge had grown the Iron Spider emblem. "I never said the four arms had to be organic, now did I?"

Spidey stroked his chin in thought. On one hand, it would be weird to have the six arms debacle again. On the other hand though, he did miss those giant spider legs from back in his Iron Spider days. "How much does it cost?" he inquired.

The Badge Seller smiled as he replied, "I am feeling generous today, so I say 350 pons, BUT you get another badge free. I must empty out my inventory after all."

"Deal," concluded the web slinger as he handed nearly all his pons over, leaving him 50 to spare. He then took both the Arachnid badge and the Ultimate badge before asking, "So, for research purposes, how do I switch between the two modes on the Arachnid Badge?"

The merchant answered, "Simply flip it as you would a coin. To change it back, only do so again. Now I must be on my way. Take care Mr. Parker," he said over his shoulder before creating a portal and disappearing into it.

"I will never figure out how he does that," he muttered to himself.

Just then, Spider-Man felt a sudden change occur within his very anatomy. He felt leaner, stronger, and could see much better. He smirked, "Guess the kid made a new hat," before taking off to find said kid.

He didn't have far to look, as back at the town square, he could see Hat Kid helping down a wooden puppy, or at least attempting to when it shattered into pieces. Hopping down, she looked a bit embarrassed from failing to save the fake puppy.

"Look at that! She helped the puppy down, safe and sound! Too bad it ran away, and definitely not break into multiple pieces," came the rambunctious voice of DJ Grooves. "This is truly a diva I can get behind! Let it be known that this little girl is all about animals," he spoke to a film crew.

Suddenly, from down the road, a cry for help sounded as a car came racing down the street. "I can't stop it!" shouted a panicking penguin as he swerved in a vain attempt to stop the out of control automobile. Then, the car flipped in the air, right into the path of DJ Grooves, Hat Kid, and the film crew!

"Oh no!" shouted DJ Grooves as he ducked down, bracing for impact along with Hat Kid and the film crew. She waited for the pain of the 1 ton vehicle to come crashing into her tiny frame, but it never came. Daring to open an eye, Hat Kid was astonished to find Spider-Man holding the car by one hand!

"Whoa, talk about road rage. You okay in there?" asked the concerned superhero, though he was glad to see he was right about which of his powers had returned to him.

"Y-y-yeah," stammered the spooked driver.

"Here, let me put you back on your wheels. But first let me cut the power to your little joyride," Spidey told him before opening the hood with his free hand and ripping some wires attached to the engine. He then set it down and let the driver out.

"Thank you!" the driver said gratefully.

"It seems this young hustler here needs no explanation folks! He is truly a hero of the people! Make sure to join his fan club," cut in an enthusiastic DJ Grooves as the camera crew kept filming, that is until DJ Grooves told them to cut the camera.

"That was amazing, darling! I never knew you were such a powerhouse. I owe you my life!" he praised as he vigorously shook his hand.

Spidey scratched his neck, saying, "It's no worry, I actually save people from car crashes on a daily basis. It's what anyone would do."

"Well I'm certainly grateful for it darling. Now for you, are you alright?" questioned the DJ to the driver.

"Yeah, I'm just a little shaken up. The stinking UFO's are at it again. Those robotic jerks dropped onto the hood of my car. They messed up the engine, and then I couldn't stop."

"Not again," groaned the larger penguin. "I'm tired of these nuisances showing up just to harass us. In the middle of shooting too!"

"Why don't we try getting rid of them? You can make it another endorsement!" suggested Hat Kid.

DJ Grooves thought it over before declaring, "That's actually not that bad of an idea! Crew, I need you on those rooftops as quick is you can. We've got an action scene on our hands!" He then turned to the duo, stating, "Thank you for doing this. It will help us be free of these attacks on our citizens, and I get some good footage for my movie."

"Of course, It's what we do. Now go join your crew. Make sure they don't get hurt," recommended Spider-Man. At that, the disco penguin jumped onto the rooftops.

Spider-Man turned back to Hat Kid to find a knowing grin on her face. "You got your spider strength back, didn't you?"

Firing a question of his own, he replied, "That cool beanie you're wearing is your new hat, isn't it?"

"Yup!" they replied in unison, getting a chuckle out of both of them. "Come on, let's go help out the penguins."

Once they had made it to the rooftops again, the two superstars could see that an armada of UFO's had amassed over the city, dropping onto whatever poor souls they could find. In the middle of it all, DJ Grooves was with his film crew, hyping up his two stars for what was to come.

"You ready?" asked the wall cralwer.

"Always," replied the hatted wonder. And together, they leapt into the battle zone.

"And here they come!" announced DJ Grooves as Spider-Man swung in on a web. Next to him, Hat Kid bounced off a power wire before initiating a homing attack on a UFO. It splattered into a pile of mechanical junk, as did the one closest to it as she went in for another attack.

Spider-Man meanwhile was weaving between the stomps of the UFO's letting as many hit the ground as we can. "Wow, of all the days to attack the penguins, you pick the one where I'm here? And the same day I get my spider strength back?" he mocked as he punted a UFO out of eyesight. "Well allow me to show you a game we play here on earth," he said as he switched settings on his web shooter. When he fired it, a massive web hammer was created from his shot, which he gripped with both hands. "It's called whack-a-mole, but in this case, whack-a-UFO works too. He then began bopping all of the grounded UFO's as he tore through their ranks. _God I've missed my web hammers_

"Coool," admired Hat Kid as she watched him tear through the armada with his web constructs. _Looks heavy, maybe that's why he never used it before _she deduced. The hatted child was also making short work of the space invaders, taking vigor in their destruction for their mockery of off-planet life. She even got to use her new ice hat, allowing her to squish multiple UFO's at once if they were lined up right.

Within minutes, the entire armada was either reduced to scrap metal, or high tailing it back to the dark side of the moon.

"Look at these stars with a heart of gold! They just saved our fair city from the terrible UFOs! Let it be known that these two are champions of the people!" advertised DJ Grooves. "Make sure to join their fan club! DJ Grooves, out!" and with that he bounced away.

Spidey whistled at the work they had done. "Well, I wasn't expecting to fight off another city wide crisis until next Thursday. Go figure!" he then turned to Hat Kid. "Let's just go around and see what we can do still. After all, you've got a fanbase to grow.

Excitedly, Hat Kid stormed around the city, Spider-Man right on her heels. They went around, taking pictures with the penguins (Or in Spider-Man's case, taking glorified action selfies), meeting the adoring public, and doing more endorsements with DJ Grooves, though there was a particular incident where Spider-Man had to stop Hat Kid from cursing on live TV.

"Nope, national TV is off-limits you potty mouth. No saying the P-Word," he swiftly intruded before she could say it. Instead, he had hastily answered "Mayo" to the DJ's question, who seemed more than happy to wrap up that particular endorsement.

"Make sure to join their fanclub!" he again advertised before jumping off to the stage at the beginning of the city.

Seeing their fanbase had reached over a million, the two smiled up at the jumbo screen before hearing through the speakers, "The audience is going crazy darlings! Come over here and show the audience our new stunner, our new prop!"

And with that, the dynamic duo made their way back to the stage, where DJ Grooves handed them the time piece. Hat Kid proudly showed it off to the cameras, making sure they got her good side. Once the crowd and crew had dispersed, the disco penguin clapped both of them on the back, telling them, "Thank you darlings for a wonderful day of shooting! I can't wait to put all this footage together! And on behalf of the penguins in this city, we thank you for saving it from those troublesome UFO's."

"Anytime Grooves, though next time, give us a notice the next time that we're shooting a fight scene, gotta do my morning stretches first," bantered Spider-Man.

DJ Grooves chuckled, saying, "Trust us, next time there won't be any unwelcome guests for next shooting. Speaking of, don't be late for the next shooting. Bye now!"

Waving bye to the flamboyant penguin, the two returned to their pods just outside of city limits. As they walked, Hat Kid began rambling on about the days activities, and how good it felt to be a star. Spider-Man smiled under his mask as she talked, glad to see such a positive attitude from the little girl. Even when they had gotten in their pods and returned to the ship, she still insisted that they take pictures with their personal camera.

"Well, what kind of photographer refuses a close up with a movie star? Come here," Peter said, retracting his mask to properly smile for the camera. Many selfies were taken that night, and Hat Kid made sure to tape all of them to a wall in the machine room. Except for one.

Finding an old frame she had, Hat Kid found the first picture that she took with Spider-Man on that rainy day in Mafia Town. Smiling, she inserted it into the frame and propped it up on the dashboard of the Captain's chair. It now stood next to a picture of her and Tim, causing her to gain a wistful grin. Though Tim will always be her family, in her eyes, Spider-Man had become it's newest addition.

"Hey kid, these web wings aren't gonna get themselves airborne!" called Peter from the machine room. Turning around, she could see that he was using that weird badge the Badge Seller had given him. Now he was waving at her with 3 arms, which was admittedly kind of creepy. But, whatever floats his boat.

"Coming!" she called back, glancing again at the framed pictures on the dashboard with a final smile, before rushing off to make sure he didn't fly into the window again. And to lay down some ground rules for those icky 6 arms.

* * *

"What a great day of shooting. I don't think any of my movies have ever topped this!" DJ Grooves said to himself as he edited the footage in his office. It wasn't everyday that he had a super hero and an alien as his stars, but we was going to be sure to make them the center of the show.

"Oh trust me, those two cause more trouble than a whole planet full of those lousy saucers," came a voice from the shadows.

"Who's there? Show yourself!" called the wary DJ. "I'm armed!"

"Don't get yourself so worked up you old coot, I'm here to help you with your next movie," the voice said again. Then, from the shadows, came a little girl with a red hood and a mustache.

"Why would you want to help me? And what do you know about those little darlings?" he questioned.

"I know lots about them, like how they're rotten and selfish. Trying to keep some awesome power for themselves. But enough about them, I'm here because I know how to make your next movie a hit! All you have to do is follow my instructions. Then, I'll show you some wicked stuff with that hourglass over there," Mustache Girl explained as she gestured to the hourglass in question.

"That's just a movie prop, what could it possibly do besides tell time?" asked the curious director.

Mustache Girl pulled out a time piece of her own, sinisterly saying, "What if I said they make award 42 happen every year."

Curiosity leading him on, DJ Grooves listened intently to what she had to say.


	13. Off the Rails

**Welcome back readers! As usual, thank you to everyone that has been supporting this story, it really means a lot. Now that college classes are back, I might not be able to update as fast as I do usually, but just know that doesn't mean it's the end of this story. Now enjoy the chapter!**

**To Dinogeoff022, All I'll say is that it rhymes with P-E-C-C. The rest is classified hahaha**

**To Mad King C, thank you again for the feedback. You'll actually get your answer sooner than you think (:**

* * *

"I believe I can fly. I believe I can touch the sky," sang Spider-Man as he tested his new web wings in the main hall.

After meticulous testing, they had finally developed his now second favorite mode of transportation, second only to web swinging. But though the web slinger loved to do his namesake to get around, even with his super strength returned, his muscles can still fatigue from long distance travels. With the web wings, Spider-Man could T-Pose his way from point A to point B if he was feeling lazy.

"Gotta say Hattie, two heads really do work better than one. The last time I tried using web wings ended with me kissing the side of the Empire State Building," shuddered Spider-Man.

Hat Kid smirked smugly as she said, "Well, someone's gotta be the brains of this operation."

"Heh, don't try to out-snark the snarkiest superhero in Manhattan, Knee-High," he fired back. "So, got any clue as to what the Conductor has cooked up today?"

"Nope!" she answered. "But he seemed really excited about it. He was laughing a lot when I called him earlier. A little creepy actually."

That already set off Peter's non-functioning spider-sense. _Oh boy, the evil cackle is never a good sign. Maybe I should come extra prepared today_.

And so, Pete spent the day in the lab, constructing more web fluid and tinkering with his newest invention: sonic emitters. Though he was mostly content with sitting in the machine room, his younger superior was not.

"Come onnn Peter, you've been in here for five hours. Can't we play some video games or go draw or something?" pouted Hat Kid. She had wanted to play the latest Corgi Quest with him, but he was too fixated on his work to leave the room. Even the Mafia Boss had taken a break from his ranting to take a ride with Rumbi!

"Not now Hattie, I gotta finish this sonic emitter. Who knows what might be in store whenever we get to the Conductor's set?" he responded over his shoulder.

"Pleaseeee?" begged the little girl. She was pulling out the stops now. Using her adorably big blue eyes to their maximum, she pulled off the greatest puppy eyes known to man or alien.

Spider-Man stuttered, "Well-but-alright, I can't say no to that face. Not after the last 5 times you tried it on me."

"Yay!" she cheered, before tugging him back into the main hall. She plopped down a seat beside her at the gaming TV and gave him a controller uncannily resembling a PS4. But before she could start the game, the alarm system on her wrist rang.

_Beep Beep Beep_

Time to go meet with the Conductor.

Peter frowned as he apologized, "I'm sorry Hattie, maybe next time we can play."

"Okay..." sighed the young child as she walked back to the machine room to prep the teleporter.

Peter wasn't blind, he could practically SEE the disappointment leaking out of her. It reminded him of how Invisible Woman looked after failing to drag Reed Richards out of his lab of the upteenth time. Granted, the man got his act together lately and was spending more quality with his kids and wife now, but Valeria Richards was no Hat Kid. And Reed wasn't the one at fault here, he was.

Realizing his mistake, Spidey ran into the machine room and climbed up to the telescope right beside his captain.

"Hey kid, this afternoon was my bad. I just wanted us to be safe, you know? I couldn't bear the thought of seeing you get hurt," he said as he pushed the stuffed bear she had brought to the gaming tv in her face, eliciting a few chuckles, which compounded into fits of laughter as he started tickling her.

"Ahhh, stop! I get it, apology accepted!" she giggled in between gasps for air.

After reigning in her laughter, Hat Kid then looked Spidey square in the eyes, saying, "I get it. You want to keep me safe. It's what you do! But remember, we're each other's responsibility, and it's my responsibility to make sure you have fun on this ship!" she then changed to a more somber look, adding, "And to make sure that you remember you aren't alone."

The last bit caught Spidey off-guard, but he could see where she was coming from. He had always been a solo hero, only occasionally teaming up with his fellow superhumans in times of great peril (and sometimes even other versions of himself). Having someone he could call his equal living under the same roof, especially a child, was a strange experience for him. It's not like he was afraid to get help on the spidery side of life, in fact he welcomed it. But he had a habit of snapping back to his solo habits, like tinkering in the lab for hours. If he was going to keep going with this quest for the time pieces, he would do it on the same page as Hat Kid: as equals. And if that included playing video games till their eyes went numb, then he would gladly comply.

"You got a point there kid, it's just weird having someone who knows both the Spider, and the Man. I'm used to working through this stuff alone, so I tend to set everything else aside while I'm in my own little zone." He then reformed his mask. "But that ends today, for you at least. Tomorrow, Peter Parker and Spider-Man are taking a break from the lab for the whole day. Your treat."

Hat Kid's eyes lit up as he essentially gave her full control of tomorrow's plans. She could finally spend some quality time with him that didn't involve her job! And, it looked like she was finally starting to figure out the enigma of Spider-Man.

"Pinky Promise?" she asked.

"Totally," agreed the super hero. "And if I forget, feel free to break it. But only the pinky. I need the other ones for web shooting," quipped the young man.

Hattie laughed as they sealed the deal. Then, with a push of a button, they were back to their usual stratosphere breaching antics.

* * *

"Hmmm, they're late," grumbled the Conductor. He told the spider lad and the hat lass to be here by 5pm. It was 5:05, and he was itching to try what the mustache lass had recommended. Sure, it was, to put it mildly, _cavalier,_ but when he was done, he would wipe the floor with that no-good DJ Grooves and whatever sorry movie he slaps together!

His thoughts were interrupted as a familiar whooshing sound was heard for miles. In an instant, his two stars were standing right in from of him.

"Well well, look who we have here," greeted the Conductor as he faced the two.

"Sorry we're late, we were having a bit of a talk," Spidey quickly explained.

"That's alright lad, as long as ya weren't 10 minutes late, then I woulda had to give you a piece of me mind. But lucky you, I'm in a good mood today, because we're about to shoot the biggest action film in bird history! Head on inside, this movie is gonna be DA BOMB!" the owl cackled. Once he noticed the strange looks he was getting, he coughed and added, "I meant bomb in a good way peck necks."

_We are so gonna die today _thought Spidey in his head as he nervously walked inside with Hat Kid.

Inside, the passengers were minding their own business as they took their usual commute. However, there was one face that stood out from the rest.

"Badge Seller! You take the train too?" greeted the hatted child as she shook his hand.

"Hello young one. Yes, even I will admit I've had a weakness for locomotives," he chuckled. "Do you wish to make another purchase?"

Spider-Man butted in as he told him, "Uhhh buddy? We just made a purchase from you yesterday. And no offense, even with your verbal coupons, badges don't come cheap."

"Ahhh, but this is different. In truth, I have a badge for you as a gift instead of a sale," he said before pulling out a badge for Hat Kid. "This is the hookshot badge. When you see a hookshot, like this one-" he explained as he gestured at a hookshot beside him. "-this badge allows you to turn your umbrella into a sort of grapple, allowing you to swing from them similar to your arachnid friend here does on his webs," he finished as he pointed at Spidey.

"So I can do whatever a spider can now?" asked Hat Kid with glee and a small bit of smugness.

"Hey, that's trademarked," Spidey quipped.

"Only when you see these around. Now be careful, you will need that badge sooner than you think," the vendor cryptically imparted.

"And what's that supposed to-" started Spider-Man, only to realize the Badge Seller was gone. Again. "So much for the help," he grumbled in annoyance.

Meanwhile, Hat Kid was having a blast with her new hookshot badge.

"Weeeee!" she exclaimed. Swinging from the one beside the Badge Seller, she was alarmed when it suddenly shifted down from her weight, knocking her flat on her butt. "Oof!" she went as she fell to the floor, looking up just in time to see the Conductor appear on screen.

"Alright lass, lad, I have some bad news," he sighed.

"What kind of bad news?" questioned Spidey, his anxiety building as he recalled their previous conversation.

The Conductor cleared his throat, saying, "That lever you just pulled, it activates the train's self destruct sequence, and that ain't no joke! It'll blow up."

_WHATTTTT_ screamed Hat Kid internally as she now knew why the hookshot was so randomly placed.

"What kind of drugs was the engineer smoking when he installed a self destruct sequence?!" clammered Spidey as he continued to listen to the Conductor's announcement.

"Well, aye hired em to do just that. I need a movie with some REAL intense action, so that's what we're gonna do! The train's gonna blow up in a few minutes."

Both child and young man's panic levels were raising through the roof. He couldn't be serious?!

"But, you lot can save us all. Get to the switch at the front of the train and turn it off." he instructed before adding, "And yer better make it in ti e alright? I don't care about the owls or yerselves, but don't you dare blow up me train! It's me baby!"

"Bu-but what about everything we've do-" Hat Kid sputtered being cut off by the yellow avian.

"The cameras are gonna be rolling lassie! You best hurry up now!" he quacked with delight before hanging up. Not a moment after, the speakers on-board came on.

"2 minutes until self destruct. Oh no," came the monotone voice of the announcement computer.

"Hat Kid's big blue eyes widened with fear before looking over at Spider-Man.

"RUN!" boomed the wall crawler as he kicked down the door to the next wagon. Instead of the comfy caboose they had seen earlier on "Murder on the Owl Express" though, the wagon was filled with green acid spilling out of faucets. Cargo crates were floating in the volatile substance as cannons extended out of the walls, aiming straight at the duo.

_Who orders thousands of gallons of acid? H.Y.D.R.A?! _Spidey incredulously thought as he and Hat Kid maneuvered through the maze of crates.

The two man bomb squad maneuvered across the deadly path the Conductor had laid for them, flipping and corkscrewing their way between the cannon fire as they sped through the wagon. Upon reaching the end though, they were stumped.

"The door's locked!" cried the hatted explorer. Thinking quickly, Spider-Man spotted what was the odd object out in the scene before him. Seeing two strange floor tiles, he ordered Hat Kid onto one as he stepped on the other. The lock on the door deactivated, letting them through.

The next cart seemed straight forward, as it was just a jump over to the next wagon, even if it was going at a speed over triple digits. Hat Kid wasted no time jumping across, never noticing the descending saw blades.

"Kid watch out!" screamed Spider-Man as he tackled the small child, just in time to save her from getting a buzzsaw the the back. "Keep moving!" he urged, as a visibly shaken Hat Kid followed him.

It wasn't long until the entire train was splitting at the seams. Soon, they were on the old miners carts, hanging on for dear life as they sped along the track.

"Look, up there!" pointed the space explorer as she spotted some hookshots hanging above them. Taking careful aim, she launched her hook and fired, nailing the hookshot at its base. She then pulled in the chain on her umbrella as she swung across to the next one.

"I like your thinking, kid," Spidey said as he too attached to the hookshot with his webs. Together, they swung across the gap created by the buzzsaws and onto a springboard. Once there, they hopped on and were shot skyward.

Emerging at the top of the train, the two could see some owls quaking as they now realized what their conductor was about to do.

"Run kid!" shouted the owl who Spidey realized was the one from earlier who was gonna be late to work. Once he realized that innocent lives were still on the train, his resolve steeled as he pushed forward with all he had, determined to get to the front and stop this madness.

* * *

The Conductor stood at the front, watching in horror as his train was being demolished. Sure, the mustache lass had said it would be destructive, but he hadn't counted on her going _this _far. At the same time though, the other side of him was delighted that he could get this raw action on tape!

"Heh heh, this will be one for the books," he nervously chuckled to himself. _If the lass and the lad make it on time_ crept the dark thought in his mind. Looking down at his stopwatch, he began sweating profusely.

"Come on ye two blighters, you can do it," he encouraged silently as he stared at the red button in front of him.

* * *

"One minute until self destruct. Better hurry."

"NOT THE TIME!" strained Spider-Man as he struggled to toss the detached train car to the side of the tracks. It had broken loose as soon as they had made it through the ring of fire. Luckily, he was the first one through, so he was able to take the brunt of the force.

"Go! Step on all the tiles. Hurry!" he ordered Hat Kid. With a fearful nod, she equipped her sprint hat and ran across all the tiles as fast as she could manage.

"Thank you so much!" praised the last owl to exit the train car Spider-Man was holding. Then with maximum effort, he tossed the car to the side of the tracks where it laid still. Simultaneously, Hat Kid stepped on the last tile and cleared the way to the last few cars.

"Final stretch, we can make it!" the web head shouted as he now lunged to reach a series of hookshots where the train car had been. Following suit, Hat Kid swung right behind him as he kicked in the window of the final car.

"This has GOT to be a joke!" screamed Spidey in disbelief as he could practically smell the scorched metal ahead. Their final trial was nothing short of a pyromaniac's dream. Firebombs were exploding, platforms descended into molten pools of magma, and flamethrowers were etched into the walls.

"40 seconds until self destruct. We're doomed."

Wasting no time with a flame pun, Spider-Man took off at full speed down the wagon. Agilely weaving between the various explosions and flames, the Queens native had some close calls as he narrowly avoided getting caught by two flamethrowers.

Hat Kid meanwhile was sprinting with all she had, barely managing to get off the sinking platforms as she quickly fired a hookshot over the flamethrowers. Once they had cleared the first section, they now stood before a series of tiles.

Taking the left side while Hat Kid took the right, Spidey managed to knock out the first 3 tiles with ease, only having to watch out for the fire bombs that sluggishly splashed down. After clearing the 5, 4 more tiles emerged from the lava and were separated by a steel wire wall. Once again splitting up, Hat Kid and Spidey hopscotched across the 4 tiles as well, making short work of the jumping puzzle. 6 more tiles popped up in their place, only now they could see the end of the wagon.

"We're gonna make it!" shouted Hat Kid as she jumped to the last set, failing to notice the fire bomb that had just plopped down.

"Hat Kid look out!" screamed Spider-Man as he dove into her small frame to try and protect her. This time, neither of them escaped unscathed.

"Wahhh!" yelped Hat Kid as she was blown back by the blast, banging into the wall with great force. Luckily she landed on another tile, keeping her away from the lava pool down below. But she still came out of it with a fair bit of bruises from where she hit the wall. Her arm was swollen purple from the concussive blow, and her pants were ripped by a shard of shrapnel, staining her pants red. She wanted to vomit, but she had to be strong. _No tears yet, need to save this train!_

Spider-Man meanwhile had actually avoided serious injury as well by some miracle. The Unlimited suit's nanites were built super strong, allowing him to take hits from even the likes of rhino if he wished, which he never did. He had also gotten a web shield out at the last second, saving him from taking shrapnel straight to the face and torso. That said, he was sporting a nasty burn where his leg was closest to the explosion. The nanites in that area had been destroyed, exposing his skin and subjecting him to first degree burns. Still serious, but it could have been much worse for the webbed wonder.

"10 Seconds Until Self Destruct."

Exchanging no words, the two stars scrambled to their feet, painful as it was, and leaped onto the tile in front of them.

"9"

Landing together, they jumped on the middle tile just as another firebomb exploded to their left.

"8"

They hopped to the last tile, allowing them access to the end of the wagon.

"7"

Panicking, they sprinted up to the door as quick as they could.

"6"

Busting down the door, they found the Conductor holding a camera and a stop watch. He was urgently pointing to the big red button in the middle.

"5"

Not missing a beat, Hat Kid dove onto the button.

"4. Self Destruct deactivated." informed the robotic voice.

Panting, Hat Kid laid on the ground as she tried to catch her breath. Her lungs were as scorched as the hellscape they had just barely managed to escape.

"Ohhh you made it! And in time!" snickered the Conductor. Peering into the lenses of the camera, he laughed heartily as he said, "Ohohohoho, look at all this raw footage we got! Look at how you're running fer dear life, eheheheh!"

"So glad you can find the bright side to this situation," Spider-Man sarcastically sneered.

The Conductor scoffed, "What, we did it in the name of cinematography! And do beat that no good DJ Grooves. I bet he won't be able to make half the movie we-". He would've rambled along further, if not for the distinct sound of sobbing coming from behind the masked arachnid.

Peeking over the protective figure of Spider-Man, the yellow owl was shocked to see the once energetic little hat lass clutching her leg. Her eyes were watering as the adrenaline finally wore off, giving way to a sharp pain below her knee. Only know could everyone see how deep the cut had run, slicing deep enough to draw a steady stream of blood.

"I-I-I wanna go home!" cried Hat Kid as her face twisted in pain, the smell of her blood making her even more ill.

"Oh God, just stay still kid, everything is gonna be alright. We can fix this!" Spider-Man attempted to reassure, but it fell on deaf ears as the child continued to wail. Carefully, the hero created a thick strand of webbing and placed it on her leg, acting as a makeshift bandage as he wrapped it around to try and stop the bleeding.

"L-Lass?" the Conductor uneasily called. ""Lass, did I do that?" he questioned as the reality of his deeds began to sink in.

"You did more than that." glared Spider-Man, making sure to show his injured leg to the old avian.

"H-Hang on, lemme take a-" started the Conductor.

Hat Kid scurried backwards, to the protest of her injured leg, as she huddled in the corner of the train. The look in her eyes... he'd seen it before. The look that plagued his guilt ridden head.

_Fear_

"Lass, I just wanna help ye-"

"You've done ENOUGH!" thundered Spider-Man.

A memory came to the Conductor, one that he had tried to drive out of his head for years. It felt as if it were deja vu, but clear as day. Those same words that had started his career of reckless abandon.

_"_**You've done ENOUGH!"**

The Conductor tried to form some words, anything to retort the masked man, but his experience told him it would only make things worse. Instead, he pulled out the the time piece he had in his pocket and set it on the ground.

"Here, take this. You deserve it," the Conductor said with a solemn expression.

Without a word, Spider-Man snatched the hourglass and held it up to the sky. Instantly, him and Hat Kid vanished from the train.

* * *

Back on the ship, Spider-Man called, "Cooking Cat, we have an emergency!"

Bustling out of the kitchen, the feline gasped as she laid eyes on the injured alien. "Who would in their right mind do such a thing to a young child?!" CC lamented.

"Someone whose ego matters to them more than the lives around them," Spidey bitterly responded. "I know we have some heart pons stored away. Can you get them while I put her in bed?" he asked.

"Of course sugar, like I said, I owe you two ma life," CC responded gratefully before rushing out, searching for the heart pons and proper bandages as Spidey tucked the little explorer into bed.

"Peter?" Hat Kid addressed.

"What's up kiddo?"

Hat Kid gulped before asking between sniffles, "Do you think the Conductor really meant it when he said he didn't care about us? Or the owls?"

The unmasked Parker gained a contemplative look, before answering, "At this point, I don't know what he could be thinking anymore."

* * *

"I'm done ye peck neck! Done!" seethed the Conductor as he marched into his office.

"Done?" What do you mean? That action scene is more than enough to win you that stinking award!" retaliated Mustache Girl, who was sitting on his desk.

"You forgot to mention that ye created a DEATH TRAP on me train!" He then played the footage where Hat Kid and Spider-Man had taken a bomb at point blank range. "That ain't no prop, I saw the lassie and the lad's injuries with me own two eyes!"

"I doubt you even have eyes you old coot. Besides, I told you they're selfish. All they care about is themselves. They totally deserve that!"

"Yeah? And I'm a Moon Penguin ye son of a finch! I ain't no fool! I have a family, and I know if ye did what I saw on the hat lass to MY FAMILY, I'd kick yer tail feathers straight back to the cave you crawled out of!"

Feeling insulted, Mustache Girl huffed, "Fine! You're just as selfish as those two twerps! You, and all the other bad guys out there will get what's comin' to you Conductor!" Swearing the whole way out, she added under her breath, "And you're not the only one I can use to get back at those criminals."

Now that he didn't have to deal with the little pest feeding him lies all day, and that weird hourglass's energy wasn't planting seeds in his head, the Conductor was alone with his thoughts. He thought back to the day's events, how his train was all but scrapped, how he wouldn't be able to provide a commute for his owls..."

But most of all, he couldn't stop thinking back to the lad and lass, laying injured on the floor. He could practically see his grandchild's face when he remembered the look of horror that the lassie had given him. The heated glare from the spider lad, even behind those big eye lenses, was enough to make him shrink back in shame and fear. _I've really screwed the pooch this time, haven't I lad_

He had wronged the two of them, and that was something he wouldn't let stand. Grabbing his old cowboy hat from his childhood, he steeled his resolve. He would make it up to the Hat Kid and Spider-Man. Then, he would finally take care of some personal business.


	14. Footloose

**Hello everyone, thank you for tuning back in to The Web of Time. This isn't so much of an actual chapter than a little filler so I can keep up with my old update schedule, but I hope you all enjoy it nonetheless.**

**To Mad King C, yeah I figured that a lot of times he gets written really villanous in most fics, so I decided to to give him a ****conscience here. And it was a tad bit gruesome, but I try to keep it to a minimum, you know? This is a Hat in Time story after all, plus I rated this as a T hehe.**

**To Rook435, thanks so much for the review! I'm glad to see I picked up an avid reader with my story, and it means a lot that you put my fic on such a high level of praise. To be honest I didn't think that my story would do as well as it has, since Spider-Man and Hat in Time don't exactly match, but I'm gad to see I was wrong. Like I said at the beginning of the story, I was mostly inspired by the authors mentioned at the beginning, who have that similar slice of life feel to their stories. Mine just happens to include Spider-Man hehe. Also for reference, I'm gauging Peter to be in college right now as a junior. Old enough to be working an internship at Alchemax like in Edge of Time but young enough to where he doesn't own Parker Industries. But thank you once again for reading, I promise you're in for a treat if you continue on.**

**To Guest, next chapter you'll find out soon enough (;**

* * *

"Ouchie!" squealed Hat Kid as Spider-Man finished applying hydrogen peroxide to the wound. It fizzled for a bit before dying down, allowing Spider-Man to stick a bandage on her leg.

"See? Not so bad. You're lucky you have heart pons. All I had was cherry medicine," cringed Spidey as he treated the child.

Right on cue, Cooking Cat came back in with more heart pons. "Here you go sugar, a few more of these and you should be back up in a flash," grinned the little chef as she placed them on her bed. Hat Kid grinned gratefully as she took the heart pons, which had been cooked into sugar cookies by CC for her enjoyment.

Munching on her heart shaped cookie, she could already feel her strength returning, albeit slowly. She lost a moderate amount of blood, so she thought of taking it easy for a bit.

As if reading her mind, Peter suggested, "We've got another night before DJ Groove's shooting. Soooo if you feel healthy enough, how about we have that play day I promised you earlier?" he winked.

Hat Kid's face lit up. _I can't believe I forgot about that!_ She responded with a hearty nod as she gobbled down another heart cookie.

"Let's pla— owww," she whined as she remembered her sore appendage.

"Take it easy champ, can't play Corgi Quest if you bust open your cut," warned Spider-Man.

Nodding, Hat Kid allowed herself to be picked up by the web slinger as he carried her on his Ms shoulder. Setting her down on a pillow, he took the video game case and opened it up, finding the hatted child's prized game inside. Inserting it, he grabbed a controller for him and the girl as they waited on the loading screen, when he heard a familiar but more high pitched theme.

_Do not TELL me that this multiverse called ARK Survival Evolved "Corgi Quest" _screamed Peter internally. Yet sure enough, there was the logo, with a C instead of the A, same booming theme song and all. Minutes later, when Hattie had set up a new save file, the mutated teen sat back as he watched them spawn into the very same island he had once sunk 250 hours into. Though instead of dinosaurs, various species of dogs roamed the island, and the megalodons had been replaced with goldfish.

"Yes! Usually it crashes the first few times, but it works!" cheered Hat Kid. She then turned to Spidey and explained, "My last save got corrupted, so now we have a fresh start."

"You know, I had a game just like this back home. Lots of weekend went into taming and building. I think I know what to do," explained the web head.

"Good! Then let's get started," Hat Kid replied.

* * *

7 hours later, the intruder alarm went off.

"Whaaa?" Spidey said, jolted from the nap he and Hat Kid took mid game.

"Another one? This security system is lousy. I should sue!" grumpily stated Hat Kid, now able to walk thanks to her nap accelerating her healing. They walked into the machine room, armed but drowsy, as they looked for the source of the disturbance.

"Is that...jazz?" the hatted adventurer inquired. Raising an eyebrow under the mask, Spidey rounded a corner, and was surprised to find that an _entire band _had made their way onto the ship.

"Hey, I remember you, you were playing music while we were running for our lives yesterday," remarked Spider-Man. Indeed, when everything was going to peck around them, they hardly noticed the owl band casually playing sax in the middle of the maelstrom.

"Hi, yeah, after the mess that happened during train rush, we figured it was best to find a new place to practice. We're WOWL by the way," greeted the trumpet playing owl. Shaking Spider-Man and Hat Kid's hands, he then added, "We were wondering if we could stay up for practice? In return, you can request some songs for us to play, or we can play you some tunes we're working on. So, think we can stay here for a bit?"

Spidey turned to Hattie, indicating it was her decision to make. She thought the proposal over; sure, she didn't exactly like strangers barging into her ship constantly, but that didn't stop the Mafia Boss and Cooking Cat. Plus, over time, she's grown to like their company. Well, Mafia Boss was a work in progress, but they were getting there. And, they play music! Without her beloved radio having enough time pieces to get signal this far out into space, she had missed the occasional tune as she traveled through the stars. Thinking hard, she came to a decision.

"Ok! But you have to stay in this room if you're gonna play music. It can interrupt nap time."

The owls all smiled as the trumpet player said, "Thanks! You would not believe how hard it is to find gigs in a desert western section of the planet."

Spidey gave them the thumbs up too. In secret, he worked best in the lab whenever he had music paying in the back. It helped him focus on the tasks at hand. And since he had yet to find a proper outlet for his cell phone, he hasn't been as groovy as he normally is due to conserving battery.

_Maybe I can stick an outlet on the Unlimited suit when I'm bored _wondered the web slinger.

"Well, since you're letting us stay up here, mind if we play you a tune as a token of thanks?" asked the drummer of WOWL

Hat Kid bounced up and down as she nodded her head. Grinning, the piano owl looked to his compatriots and suggested, "Well, we've been working on a funkier track lately. It's a new take on us Express Owls' favorite song, with a little bit of influence from DJ Grooves. We don't practice it much because the Conductor would probably throw us off the train if we played it."

Spidey raised an eyebrow again before saying, "Well, I see no half bird half JoJo hybrids here, let her rip."

"Sweet, we like to call this one _Trainwreck of Electro Swing_," proudly announced the trumpet owl.

"Wait, electro swing? No offense, but swing dancing went out of style about a century ago where I'm from," Spidey added.

The trumpet owl waved it off, stating, "Oh don't worry, that happened here too. But like we said, it's got some of DJ Grooves' influence. Just take a gander," before piano owl started up the metronome.

The start caught Spidey off guard, due to the fact that the piano and the trumpet sounded so electric, but that was to be expected from a song with electro swing in the title. He found himself head bobbing to the first part, much to his surprise.

Hat Kid meanwhile was already infected with the groove. After the startup of the song, she found herself dancing to the beat, trying her best to keep up with the rapid track, all the while laughing and bouncing around, just as any kid her age should. Spidey was tempted to join her, but he doubted he'd be any good at swing dancing, especially when his partner would've been 10 years old and 5/8 his height. Though the top hat did fit the occasion.

That is, until the first drop kicked in, and Hat Kid completely switched gears. Instead of the frantic hopscotch she had labelled as dancing earlier, she pointed her hands at Spider-Man in a challenging manner. "Dance off!" she called. She then put her hands up in the air and started rocking side to side. Then, as the cherry on top, she donned her signature smug face, watching as Spidey helplessly dropped his jaw.

_I can't believe I'm being punked by a tween in a top hat into a dance_ _off_ he thought incredulously. At first, he simply shook his head, but the growing smugness was hard to ignore. He even started seeing rainbows of all things emanating from her. "Alright it's on," conceded Spidey at last, causing Hat Kid to change her face to a grin. She stepped aside as she let the arachnid take the floor as the beat started to rise again.

At first, he clumsily threw out some of the old dance moves he picked up before junior prom. It did about as well at wooing Hat Kid as it did at wooing Liz Allen. Seeing Hat Kid don a smug face once more, Spidey decided to go from zero to hero, breaking into a small collection of breakdancing moves he'd practiced in his free time during freshmen year of college. _Good thing I had a phase_

Starting off with some simple top rock, Peter used his spider agility and flexibility to his advantage as he dropped to the ground and did some footwork. Eventually, he was practically a human pretzel with all the ways he was tossing himself around, twisting and flying through the air as he was.

Hat Kid's smug faced dropped into an amazed smile. He was like those street performers she used to see back on her planet. At the end of the song, she went up and told him, "That was so cool!"

"Glad you liked it, because that means I win the dance off!" panted the web slinger. It'd been a while since he'd really done anything like that. Even with spider powers, some of those moves didn't agree with the human anatomy at all.

"Thanks by the way for the song. Put that on an album and you're golden, maybe even platinum," quipped the hero as he and Hat Kid walked back out of the machine room.

"No problem, those were some good moves by the way, for a guy who runs around in tights," joked the trumpet owl. Spidey casually waved him off.

For the remainder of the time before DJ Groove's next recording, they spent it eating Cooking Cat's delicious healing dishes, messing with the Mafia Boss occasionally, and building their pigeon army in Corgi Quest. In what seemed like no time, the moon had already arched over the planet, meaning it was showtime.

"Alright kid, I see the spotlights from here. What do you say we go win us an academy award?"

"Let's do it!" proclaimed Hat Kid, grabbing the space pods and chucking them out the window. After Spidey had finished manifesting the Unlimited suit, they hopped into the pods and flew down the the moon, waiting to see what DJ Grooves had in store for them.

* * *

**I may have strayed a little OOC for Spidey by making him break dance, but I think it would work considering how he went from zero to literal hero during his college years in the comics. Plus, it makes sense with his set of powers. Anyways, sorry this is more of a filler than a real chapter, but I'm working on the Big Parade next so don't worry! It just might take a little longer since college classes are back with a vengeance, but I'll still update whenever I can. Thank you for reading!**


	15. The Big Parade

**Welcome back to The Web of Time. I would've had this out sooner but I've been buried in homework lately. I hope this chapter makes up for it though. Anyways, enjoy!**

**To Mad King C, glad you noticed! Yeah, I'm trying to find some logical ways to incorporate game mechanics into this story. And glad you liked my little dance scene (: and thank you, been playing a lot of ARK lately and wanted to toss it in as a little tribute of some form. And maybe I'll add more video games in the future**

* * *

As the two space pods touched down, they were greeted by a raving crowd trying to get a look inside. Unnerved by the massive amounts of penguins present, Hat Kid sat as far back into her pod as she could fit.

"Looks like Grooves wasn't kidding about max diva, was he?" she heard Spider-Man day from the communicator in her ear.

"How do we leave?" questioned the little girl. A few moments pass before an answer comes forth.

"On the count of three, we eject together. I'll shoot a web line at your ejection seat and we'll web zip together to the nearest rooftop. Sound good?" explained the arachnid.

"Mmhmm," she responded, eager to get out of this sea of hands.

"Alright, 1,2,3!"

Two red buttons are pressed, and two bodies rocketed out of the pods. Thinking quickly, Spider-Man shot out a web line at the airborne Hat Kid and another at a nearby rooftop. Yanking with all his might on the rooftop web line, he managed to pull the two of them away from the overwhelming crowd with the moon's reduced gravity.

"Phew," breathed Spidey. "That was a little claustrophobic."

"Yeah," shivered the hatted explorer in agreement. Peeking ahead, she saw DJ Grooves on a rooftop at the heart of the city. "Let's go!" she urged, tugging Spider-Man along as they leapt across rooftops.

_Now this is more my territory _remarked the webhead, feeling at home parkouring across the rooftops without any aliens dropping on his head.

In no time, the dynamic duo made it to DJ Grooves' roof, earning them a greeting.

"Hello, darlings! Welcome to the largest studio set you will ever see," he welcomed.

Spidey nodded as he said, "Gotta admit it Grooves, you've outdone yourself."

"Why thank you darling. It's because we're about to record the Big Parade, the movie that will take the breath away from audiences around the world! You'll be the star, as always," the large penguin revealed, pointing at Hat Kid.

"What will I do? I'm 4 years retired from the high school marching band. Think I'd trip on myself MORE this time around," voiced Spidey.

"Well darling, truth be told, you're a little on the extra large side for us moon penguins, so unfortunately we couldn't find a place for you in the parade. However..." DJ Grooves then reached into his pocket. "I know you have an eye for photography, so I want you to take as many shots of the little diva as you can as she leads the parade!" finished the rambunctious penguin.

"Well I can't let JJ see that I'm out of practice when I get home. Alright I'll do it."

"Excellent!" cheered the DJ. He then turned to Hat Kid and instructed her, "For this movie, we'll need to use our special prop! It'll pop out at the very end," while pointing to a shining ball in the sky, which they could only assume was the time piece he held. Hat Kid nodded, but before she could get to the parade line and ask what to do, DJ Grooves added, "But wait darling. Your current outfit really isn't fit for a parade. Can you go over there and get dressed?" as he gestured at a present box.

Curiously, Hat Kid approached and opened the box, and was delighted to find that it held a red and blue parade marshal outfit! It was just her size too.

"Snazzy," commented Spider-Man. "Here, use this to make a quick change." And with that, he spun a giant web net, thick enough to hide her figure and avoid any peeping tom situations. As he waited for the star of the movie to finish changing, Spider-Man noticed something peculiar about the band.

"Hey, I didn't know you Express Owls were on the moon. Isn't your boss going to flip when he finds out about this?" he asked the band.

"Well, he doesn't exactly know we're here, but anything's better than the mess from yesterday," responded an owl carrying a drum. "But please don't tell him, I have work in 4 hours."

Spidey zipped his lips and threw out the key, earning a grateful look from the owl band. At that moment, the star of the parade made her debut. The little alien had traded her purple tunic and brown/white pants for a red and white parade outfit. Her brown boots were now white to match the outfit, and her signature top hat was replaced by a taller parade marshal hat, complete with an owl face on the front.

"Wow, I like the look," praised Spider-Man. "And with that hat you might finally be able to catch up to my height," he joked, earning him the ire of Hat Kid and her sticking her tongue out at him.

"You look great darling!" DJ Grooves interjected. "Don't worry this movie is really easy. Keep moving around and the band will follow you! Just don't bump into them, it'll be a bad time for both of you. Oh, and keep an eye out for goodies! The audience loves a good parade and will throw treats your way if you get near them."

"Ooooo, treats!" exclaimed Hat Kid.

"So how long are we gonna be filming?" inquired Spider-Man.

DJ Grooves replied, "The parade lasts a while, nothing you can do to speed it up. We'll let you know once we've got the enough footage. Don't lose spirit!" he then jumped up into the air and landed at his mobile turntable float. "Good luck darlings!" he called.

Nodding, Hat Kid took her position at the beginning of the parade line, while Spider-Man perched on a building nearby. Through the loudspeakers, they heard a voice call, "In positions!" Crouching down, Hat Kid prepared to run. "Get ready, go!" sounded the speakers, and they were off.

Thanks to the low gravity of the moon, the hatted child was able to easily jump between rooftops, giving her plenty of space to run around. As she skipped with glee, Spider-Man swung around the city, following her and the band as he took various snapshots like a super powered paparazzi.

"This is fun!" shouted Hat Kid as she hopped onto an electrical wire, the band flying close behind. As she went around, various crowd members tossed her goodies as promised, ranging from heart pons to foam fingers with DJ Groove's face. She picked them all up gracefully as she waved at the crowd, riling them up more.

"Hmm, this is definitely a nice change of pace. Maybe we've caught a bit of a break?" Spidey said to himself.

"It's time to turn the heat up in this movie! Darling, would you turn on the pyrotechnics?"

_Me and my Parker Luck _an exasperated Spidey thought, but he kept following them around as Hat Kid turned on 3 different dials. On the 3rd dial, a spotlight shone on one of the roofs, showing a countdown. the wall crawler didn't need Spider-Sense to know that nothing good would come when it hit zero, and he was right. Mini firecrackers detonated at the feet of the poor penguins standing on the roof, making them hop up in pain. Once the camera was off the roof, Spidey swung in and pulled all the penguins to safety.

_This is getting out of hand _he thought, as he continued taking pictures, but preparing himself for the next surprise DJ Grooves would drop on them.

Meanwhile, Hat Kid was getting a little more anxious. With some roofs no longer being safe, she had to alter her original route, taking more tightrope walks on electrical wires and giving Spidey near heart attacks. It was becoming a little bit challenging to keep ahead with the band now, as they seemed to be going faster, perhaps to avoid being zapped by the pyrotechnics.

A few moments later, DJ Grooves shouted, "This movie needs more action! Darling, turn on the firework cannons for the big fireworks show!"

Both Spidey and Hattie became nervous as they went to each button that triggered the fireworks. Once the 3rd button was hit, fireworks started spewing into the air, creating a magnificent display of color. Hat Kid looked up to the sky, taking a moment as she skipped to marvel at the beauty. But the longer she stared at it, the bigger the firework seemed to get. That's when she realized, it was heading straight for her!

"Help!" she yelped, sidestepping a rocket that was aimed straight at her face. As another tried to hit her, it was blown up prematurely by a web ball.

"Ok, this has officially gotten out of hand!" shouted Spider-Man as he swung in. "Grooves, turn them off before your parade marshal and photographer eat shrapnel!"

"I'm sorry darlings, but the show must go on! Just keep running, and they won't get you!" the penguin regrettably informed. Spidey looked back with a look of disbelief. Did he really just tell them to suck it up and dodge?

"Ahhhh!" came the scream of Hat Kid as the rockets picked up the pace. Spider-Man tried his hardest to make sure that none of the rockets hit Hat Kid, the band, or any of the crowd below. Web shot after web shot he fired, destroying each rocket as they came.

"Rocket on your six!" he warned to Hat Kid, who jumped up using the wire she was standing on. It passed right underneath her legs.

"Alright, lights out," Spidey said as he lined up his shot, squeezed the trigger, and...

_Click Click_

"Seriously?! NOW you decide to run out of juice?!" he ranted at his web shooter, but his expression quickly changed to horror as he realized the the rocket had circled back, gunning straight for Hat Kid!

"NOOOO!" he screamed as he watched her helplessly braced herself. Hat Kid shivered as she looked death straight in the face, preparing to brace for the impact.

But it never came.

At the last moment, a horseshoe sliced through the air, detonating the rocket far enough to not injure hat Kid. "Huh?" she questioned as she turned her head to a nearby alleyway, Spider-Man following her gaze. In the very corners of the alley, she saw a figure with a cowboy hat and a black suit. But most importantly, she saw the sharp yellow beak dip back into the shadows.

_Conductor?_ she realized incredulously. Spider-Man followed her gaze, shocked at the development as well. They had no time to think though as another rocket fired.

Sweating profusely, DJ Grooves looked down at his watch, and was relieved to find that they now had enough footage. "Time to release the parade surprise. Grab it darling!" he shouted into the speakers.

Turning on her heels, the young alien made a B-line for the building that contained the parade surprise, making a small sigh of relief as a time piece dropped down. Dodging the remaining rockets, she dove headfirst into the floating hourglass, and using her brewing hat, managed to detonate the last rockets before they crashed into anyone else.

Panting heavily, Hat Kid and Spider-Man stopped to catch their breath when they were approached by the ecstatic penguin.

"That was fantastic darlings! This footage is enough to make a marvelous film out of it. Soon, we'll have the greatest film known to bird kind!" he cheered.

"I'm pretty sure sending missiles into a crowded audience isn't gonna win you any Oscars," Spidey spitefully retorted.

"W-what ever do you mean darling?" asked the confused bird, as if he were snapping out of a daze.

"I'm saying you forgot the fact that I had to stop 3 rockets from careening into the audience. You seriously thought those were safe for theater? Just look at the band owls!" Spidey said as he pointed at the rattled marching band that had nearly been blown to bits by _two_ directors.

"And you nearly blew up a child. Seriously dude? Just cause we're not from here doesn't mean we have bulletproof skin," he ranted, tossing the memories of Luke Cage to the back of his mind.

"But I-I thought that you liked being the star darling?" asked the moon penguin pleadingly, as if to reassure that he did nothing wrong.

"I don't want to die," whimpered Hat Kid as she shrunk away behind Spider-Man's leg.

"You directors must be this world's equivalent of Michael Bay if you think THAT was acceptable. We're out Grooves, catch you around," finished Spidey as he put Hat Kid on his back and leaped off the building, leaving a speechless DJ Grooves to his thoughts.

On the way back, the two time guardians had to pass through an alleyway to get to the area where their pods were. Thankfully, after the rocket incident, most of the crowd had dispersed on Spider-Man's orders, allowing them to walk back without being mobbed.

"Sorry show biz isn't all it's cracked up to be kid," comforted Spider-Man. It was clear that the little girl loved being the star of the first two movies. In those moments, she had been completely carefree, as anyone her age should be. It was sad that the last two have been complete disasters.

"It's ok. I just wanna go back home," sighed Hat Kid.

"You know the lad's right. Show business is a PAIN in the tail feathers," came a familiar voice.

Spinning around, the two were once again face to face with the same bird who had nearly blown them sky high the other day.

"Listen, I don't know why you took a break from riding the crazy train, but you got 7 seconds before I hog tie you with enough webbing to-"

The Conductor held up his hands in exasperation as he interrupted, "I already know ye emptied your fancy webbing trying to stop all of DJ Peck Neck's rockets lad. Otherwise, you never would've needed me horseshoe tah stop that last one from slamming into the lassie," as he tipped his new cowboy hat with a smirk

Hat Kid chimed in, "That's fair. But why save us? Didn't you try to blow us up too?" She wanted to know about this sudden duality.

The smirk dropped off he Conductor's face, replaced with a shameful frown. "Aye, that's true. I did cause you lot a peck of a lot of trouble." He then looked them square in the eyes, or where the duo assumed his eyes were. "But that was wrong of me. I've never pulled stunts anywhere near that extreme in me entire career. But those blasted time pieces seemed to cloud my vision. All I could think about was beating that no good DJ Groooooooves."

The duo perked up at the mention of time pieces. How did he know about them? Seeing their situation though, they decided to save the questions for later.

"But when I saw the damage I'd done, especially to the little lass, it was like I came back to me senses. So I came up here to say..." the Conductor trailed off. He never apologized to anyone, so it took some time for him to get the word out.

"I'm sorry," he finally muttered. Spider-Man and Hat Kid were taken aback. Was this really the same owl who shrugged off their injuries in favor of hawking over some footage?

"I'm a proud son of a finch, but I know when I've pecked things up. So I hope me little intervention earlier might've helped me case." He then held out his hand to Hat Kid as he said, "So what do you say lassie? Can I have a second chance?"

Cautiously, Hat Kid went down from the superhero's back, approaching the owl cautiously. She examined his face to see if she was being tricked, but she could see nothing but raw emotion, meaning he was being genuine. Hesitantly at first, she took his hand, before she adorned a grin as she shook it and hugged the old avian.

"One condition though. I want you to give me that cool detective outfit. It makes me feel mysterious," added Hat Kid sternly, causing the yellow bird to cackle.

"Hahahahaha, consider it done lassie, I got it stored away in me closet," said the Conductor gratefully. He then looked up at Spider-Man, waiting for his input.

"As long as she's on board, so am I," shrugged Spidey. "But pull another stunt like that and more than your ratings are at stake," he threatened, though he obviously didn't mean it. That didn't stop the Conductor from sweating a bit though.

"Don't worry lad, that train has passed. Quite literally, me train is in shambles after that shooting," joked the Conductor, though he was visibly crestfallen. "Anyways, I just came to say me piece, now I'll be heading off. See you next week for the annual bird move awards," he said as he slung a western knapsack over his shoulder. "I have some personal business to take care of." And with that, the strange bird hopped off down the moon where his ship had been parked, setting a course back to earth.

Spider-Man wished him luck on his little quest, whatever it may be. Maybe he would be less of a crazy coot afterwards.

"Alright kid, it's midnight, and I'm exhausted from dodging pot rockets all night. Let's go home," directed Spider-Man. Hat Kid obliged, wanting to just rest after the crazy shooting they just had. Hopefully the next time piece doesn't involve any explosions...

"I can't believe my stars just walked out, after all of that!" mourned DJ Grooves in his office. He understood that the shooting was risky, but that was just an occupational hazard. Plus, they were aliens, they could've taken it, right?

"I told you they're rotten and selfish. They don't care about anything but themselves," Mustache Girl smugly said as she sat on his desk. "But who needs them? All you really need is riiiiight here," she alluded before pulling out her time piece.

DJ Grooves looked nervously at the artifact in her grasp. Sure it could rewind time like the little mustached kid said, but what if the consequences? He'd seen too many time travel movies to now know there were consequences.

"Come onnnn, take it. You know you want to fix all those years of cheating, don't you? Take back all the awards that were yours, and become the greatest movie director in history!" she pressured.

The DJ was conflicted, holding his head for a moment as he contemplated his decision. Finally, he lowered his star shades, revealing a greedy look in his eyes.

"Where do I start?"

* * *

**Aaaaand there we have it. We're taking a break from Battle of the Birds before the final boss, and now we head to the section I'm most excited to write, the Subcon Forest arc! I know a lot of you love chapter 2, but we'll be back soon. And my ending for the boss battle of chapter 2 needs our little duo to head into Subcon first. But stay tuned for more!**


	16. Deal with the Devil

**Welcome back to the Web of Time everyone. I've gotten more of reviews than normal since last chapter, and my motivation is at an all time high thanks to all of you. So thank you all very much, and enjoy the chapter!**

**To guest, yes, Spidey's gonna run into plenty of members of the family hehe**

**To Mad King C, thank you for the continued support on this story, I really appreciate it. Yeah, it'd be a bit cut and dry to make the Conductor a total selfish bloke, so I decided to play with the character a bit. And yes, here comes everyone's favorite evil noodle haha**

**To Konan720, I'm really glad that you like the story so far! You're one of the main inspirations behind this, so I hope I didn't disappoint. Thank you again for checking this out, I'm grateful for the input (:**

**To dinogeoff022, yeah you can already see the direction I'm taking as far as those two go. But trust me when I say there's more to come with them, especially when I get back to the award ceremony fight.**

* * *

"Well Hattie, we've got another week until the award ceremony. Any ideas where the next time pieces went?" Spider-Man inquired from the comfort of his web hammock while reading a book. As soon as he woke up, he made enough web fluid to fill the whole ship after the last web failure.

"Yeah actually, I saw the time signature in this purple forest the other day, but I wanted to finish the movies first."

Peter got off his web hammock and put the book down, stretching as he said, "Well now that that's out of the way, wanna swing by and check it out? No pun intended."

Hat Kid grew a concerned look. "Yeah, but it looks kind of spooky," she admitted. Something about the place just didn't sit right with her.

"Come onnn, don't tell me the 'brave space explorer' is afraid of a few trees," chuckled Spidey.

"No!" retorted Hat Kid as she stuck out her tongue. "It just gives me the creeps."

"Well it's a good thing you're not going alone then, isn't it?" Peter smiled, lifting the little alien's spirits.

"Yeahhh," she digressed. "I'll get a telescope ready in my room. We have enough time pieces to power it in again."

"Finally, I swear I'm never sleeping without a night light ever again," joked the web slinger, following her to the bedroom.

Peter watched as she pulled another telescope from within the confines of her closet and aiming it out the window.

"Aaaaaaand there! We're locked on," announced Hat Kid after adjusting the lens and position of the scope.

"Great. Now you know what's next," smiled Peter as he reformed his mask. Hat Kid smiled back as she pushed the teleport button, and within seconds, they were whisked away to their next adventure.

* * *

A few moments later, the two time piece gatherers arrived at their destination. Looking around, Spider-Man could see why the little girl was so hesitant to come here. _This place gives me the willies, and I've been to the Dark Dimension _he inwardly cringed. As he looked to his companion, he could see that she wasn't faring too well either.

"Hey, so where does the tracker say the next time piece is?" he asked, cutting her out of her stupor.

"Oh, uhhh, this way!" she responded as she pointed down a cobblestone path.

"Well then, it would seem our paths cross again young ones," said a voice they knew all too well.

The duo turned around before Spider-Man greeted, "Hi there Badgey boy, seems like you're right at home in this place."

The strange merchant didn't notice the hint of sarcasm, and so nodded. "Yes, it would seem my physical appearance matches the atmosphere of this place."

Hat Kid smiled up at the Badge Seller, asking him, "Do you have any new badges to sell to me today?"

The merchant reached into his backpack, pulling out two new badges. "This one is the One-Hit-Hero badge. Attaching it makes you die in one hit. I recommend it only for the brave." After receiving a hard pass from both Spidey and Hat Kid, the merchant moved to the next badge. "And this, is the scooter badge. When attached to your sprint hat, it allows you to spawn a scooter in a puff of smoke, for when you need to get somewhere in a hurry. Or if you are feeling lethargic."

"Ooooo, how much for the scooter?" fawned Hat Kid. She had always wanted to ride one of those, but she needed a license back on her home planet.

"It will be 500 pons," negotiated the Badge Seller.

Hat Kid grew a sad face as she patted her pockets, only to find that she only had 210 pons. "Will it be there next time I come back?" she asked him.

"I will do my best to keep it reserved for you young one," the Badge Seller kindly told her, earning a smile from Hat Kid. "Now for you my arachnid based acquaintance, I only have the Hive badge for you still. Though in a place like this, you may need as many allies as you can get, even of the eight legged variety.

"Hmmmmm," contemplated Spidey as he looked at the badge. It was still kind of creepy to think that he could control spiders' minds or start up casual conversation, but he'd been thinking more and more about the uses of it, especially since Shathra was hunting the spider side of him. Plus, if those gigantic spiders from the time rift were any indication, the arachnids here were pretty potent compared to some of the ones back home.

"Alright, but this is the last time you sweeten the deal to sucker me into buying. How much does it cost?" asked the web warrior.

"300 pons," the vendor responded. Using the last of his pons, he bought the badge and slipped it into the suit's pockets for later use.

"Thank you for your business young ones. I see many trials ahead of you in this place, but I am sure you will overcome them together," the Badge Seller foreshadowed. On that note, he took his leave as he opened a portal.

"Well, guess we can't say he never gave us anything. Come on, lets go find that time piece," said Spider-Man.

"Yeah!" exclaimed Hat Kid as they went onto the cobblestone path. They didn't even take 10 steps however, when they saw a small and purple person staring at them down the path.

"Hey! It's rude to stare! Just come on over!" shouted Spidey at the strange being. Unfortunately, this just caused the being to run further down the path, prompting Hat Kid to give chase and Spider-Man with her.

"Hey, come back! We were just looking for something!" called Hat Kid. As if heeding her command, the creature just stopped in its tracks.

"Nobody ever listens to me whenever I try that!" huffed Spider-Man as they trudged over to the little thing.

"Sorry," it said before running off again.

"Huh?" both explorers went, before they were suddenly being yanked from the ground by a large net.

"Gah! Of all the powers to go missing, why did it have to be spider sense?" complained Spidey as he tried to shimmy out.

"Spidey, your elbow is in my stomach," notified Hat Kid as she tried to wiggle their way out of their predicament.

"Sorry kid, but hey, this isn't too bad, right? It's just a net, we can get out of here in no time," he reassured, trying to calm both the little girl and himself down.

Suddenly, the ground began to shake, as if something massive was nearby. The two thought nothing of the first thud. But then it came again. And again. Soon, the birds were even flying away, and both of them were starting to lose their cool.

"Come on, what is this tarp made of?!" screamed Spider-Man in frustration.

As Spidey gave another kick, the tarp went slack, pulling the two of them from their suspension. Plopping down, they found this was not the same forest they had just been in. It was much more purple, the trees looked more like ghosts, and in general looked like Mephisto's summer getaway.

"That can't be good," Spidey nervously stated.

**"AHAHAHAHAHAHAHA!" **rang an ethereal voice behind them. Turning around, they were shocked to greeted with the towering figure of a giant purple ghost. Its face was shaped in the form of a yellow, menacing grin that sent shivers down Hat Kid's spine. Its slender body was long enough to coil around Spider-Man 3 times and squeeze the life out of him, if it wanted to. Everything bout this being put the the hero and the hatter on edge.

**"FOOOOOOOOOOOOOOOOOL! You blew it! You totally screwed yourselves! Nobody enters my home and leaves in one piece!" **the spectre laughed manically. Instinctively, Spider-Man got in front of Hat Kid, attempting to shield her from whatever this shadow had in store for them.

The ghost's grin grew even wider as he tapped his chin. **"Tell you what though, hang on a minute. You get to live! That's right! Aren't you lucky?" **it said to them.

"Uh huh, and I actually have eight eyes and a set of fangs under my mask. What's the catch?" Spidey snarked back. He didn't like this one bit.

**"Right to the chase then? I like your spirit, maybe I'll just TAKE it from you!" **the ghoul threatened before he lunged at the two, making them flinch as he laughed like a maniac. **"Well normally I'd eat your souls and toss your bodies, but you two won the lottery! Because I just happen to be missing a braindead servant!" **it chuckled with a little too much enthusiasm.

"Servant?" inquired Hat Kid.

**"Yup! That's right kiddo! The old one got himself killed, his head popped off, and now I need some new towel boys,"** responded the shadow. Then with a snap of his fingers, two parchment sheets appeared out of thin air.

**"So tell you what? I've got some pieces of paper here. Don't worry about the details, I just need you to sign right here at the bottom!"** it half said, half ordered as it tapped the signature lines.

Spider-Man and Hat Kid both read the contract top to bottom. Both of them were extremely uncomfortable with the obligations that it entailed. "Murder the spirits" certainly wasn't sitting well for either of them, and clean the Subcon Well brought back memories of fighting the lizard in the sewers of NYC for a certain wall crawler. Not to mention, a small rider consisting of _their souls._

"Oh no. I've hung out enough times with Ghost Rider to know where this is going. That's a hard pass from me. Go find someone else's soul to rob," refused Spider-Man. Following his example, Hat Kid pouted and shook her head at the ghost.

It didn't receive that very well, as it tried to persuade them, "**Come on now. Don't make this difficult. You really don't have a say in the matter." **When it was once again met with resistance, it growled, **"I don't think I made this clear enough. Your OPINION. DOESN'T. MATTER to me! Put your names on the contracts, or I'll make your dead, hollow bodies sign them for you!" **Now, Spider-Man was having second doubts. Sure, he could refuse him again, but this thing sounded serious. Not to mention, he wasn't the only one at risk here. He would never voluntarily let something bad happen to Hat Kid, or anybody, in good conscience.

"Kid, I dont think we have any other options," Spidey sighed in defeat. Regretfully, he signed the contract, though as the Friendly Neighborhood Spider-Man rather than his real identity as Peter Parker.

Hat Kid nervously followed his example, signing in her native language in the hopes that this thing never learned her REAL name. They each put their respective emblems on their signatures, with one putting a peace sign, and the other the spider signal.

**"HAHAHAHHAHAHA! That seals the deal! We're in ****business!" **laughed the creature as he took back the contracts. **"Also, for future reference, the name's Snatcher, kiddos. That way you can properly address your superior, me!"** it chuckled once again. It then wiggled its talons as it muttered, **"Now let me just grab this real quick."**

Instantly, purple lightning coming from the ghost's hands began striking Hat Kid, causing her to fall to the ground gasping.

"Hat Kid!" shouted Spider-Man as he tried to help her up, only to retract his hand from the sting of a lightning bolt.

After a few agonizing seconds for the poor girl, the onslaught was over. Coming out of her back now was a purple wisp with a top hat.

_My soul?_ thought the hatted explorer helplessly as she watched it float away into the Snatcher's grip.

**"Whoops! Guess this soul belongs to me now! Don't worry though, if you finish your chores quickly, you'll have your soul back real soon!"** He then glanced evilly at Spider-Man. **"And now for you,"** he smugly said as he prepared the same technique. Spider-Man braced himself for the pain that was to come.

"AAAAHHHHHH!" screamed a voice, but it wasn't Spider-Man. **"You failed to mention you were enchanted with a protective ward!" **spat the Snatcher as he blew at his fingers. **"Whoever this Doctor Strange guy is, he's a serious buzzkill," **grumbled the ghoul.

_Plus 1 to the amount of times the good doctor's saved my bacon _Spidey inwardly thanked. Indeed, swirling around him was a mystical yellow light, accompanied by whispers of a long dead language and the signature of one Sorceror Supreme.

"Sorry, I forgot to mention my soul is on lease to one Mary Jane Watson. You can put in a down payment though of one Hat Kid soul and I'll get back to you in the next century," quipped the web head, some of his old bravado returning.

**"On the contrary, bug boy, now I have more reason to keep your friend's soul. You're too much of a goody two-shoes to ditch the little Hat Brat here, so guess what? I still own both of you!" **the Snatcher reasoned, laughing as he faded into the ground the same way he came.

**"And don't you dare forget our little contract," **he added as he pointed at Hat Kid. "**I put it in your hat and your pocket so it'll never leave your sight."** And with that, the menacing specter vanished as if he were never there in the first place.

"Holy Cow, well that was... unpleasant," Spidey said after a few seconds of awkward silence. "Everything nifty kid? No permanent damage from what that creep did to you?"

"Nothing physical, but I feel exceedingly empty inside," she grimly addressed. Indeed, her happy go lucky nature seemed to have left her as she donned a stoic face, much less welcoming than the near constant smile she always wore. "I don't like this feeling," she told him, hoping somehow her webbed comrade could fix this.

"Well, there's nothing we can do now except go do his busy work. For now though. No matter what, we will get your soul back, pinky promise," Spidey comforted as he tried to put some of the childish joy back into the little adventurer. She raised her pinkie, albeit kind of pathetically, and squeezed, making the promise official.

Worriedly, Spider-Man waved her along down the path, hoping they found this Subcon Village soon. He definitely didn't like seeing the little bundle of joy he'd come to know so downtrodden.

As the two were walking, they stumbled upon the same strange creature that had baited them into the trap in the first place. With it were more of his buddies, all looking identical to each other.

"Hey! You must be the newbies! Welcome to Subcon!" greeted one of the little things.

"Yeah, no thanks to you," grumbled Spider-Man at the little minions.

"Heh, sorry about that, Boss' orders. You'd be surprised how few people come through here," replied the minion who baited them.

Really? Noooo, I couldn't imagine why," Spidey sarcastically responded, rolling his eyes under his mask.

While the super hero and the Subconites talked, Hat Kid was staring at a bone cage the group of minions had been tinkering with before their arrival.

"What's with the cage?" she asked one of the Subconites curiously.

"Oh, that. The boss assigned us to open rid of it, but we can't get the stupid thing to open!" vented the forest resident in frustration as he kicked the bone cage, hurting his leg in the process. "See? Since you two are employed now, mind giving us a hand? The Boss will freak if we don't get this down soon," requested the minion.

"Well, it's not like we've got much else to do. Step aside burlap sack," Spidey sighed as he walked up to the cage. Taking one step back, he took a running start as he leaped onto his hands. Then, with all his force, he thrust himself up and into the bars of the cage. Instead of caving in, the bars held, making Spidey flop to the ground. "Huh?" he wondered aloud as he got up. Winding back a punch filled with spider strength, he threw a haymaker at the cage, once again to no avail. Again and again he walloped, not making so much as a dent in it. Affter several more tries and aching fists, he ave up.

"Whatever this is made of, it's strong enough to take punches with the proportionate strength of a spider," he said as he waved and blew at his hands.

Taking notice of the strange eye thing on top of the cage, Hat Kid traced its gaze to a nearby purple fruit. Curious, the plucky adventurer went over to the fruit and picked it up. As she did, she noticed a strange spirit with a fox mask was staring at her.

"Hi there," Hat Kid awkwardly chuckled, unsure what to do.

Rather than offer a reply, the thing zipped its way into the fruit turning it from gloomy purple to explosive red and orange. What made it worse was the beeping now emanating from it.

"Uhhh, care to explain why it's beeping?!" Spidey anxiously asked one of the minions.

"Cherry bomb! Take cover!" shouted another minion as they all hit the dirt. Hat Kid hastily threw the newly made IED away, hurrying over to Spider-Man who encased the both of them in a web dome.

_BOOM!_

A few seconds after the bomb had burst, Spidey forcefully burst from the web dome, sending webbing everywhere. "Seriously? Even the flora is deadly?" he asked incredulously to no one in particular.

"Hey newbies, you did it! The cage is down!" cheered one of the Subconites. "We can't believe we didn't think of that before. Use a dweller to make a cherry bomb? Genius!" yelled another.

"Well at least that's out of the way, right kid?" asked the web head to his partner, who nodded shakily.

"Hey, that cage was guarding a piece of yarn. I think you two deserve it for helping us out. Thanks!" one of the Subconites said as he held out the ball of yarn to the two.

"Thank you," replied Hat Kid, though still shaken. As she took the ball in her hand, she felt goosebumps run up her back. Something about this yarn seemed super spooky. And that's when it hit her. The ghost thing, or dweller, whatever it was called, had the same spooky sensation as this green yarn. Just as fate would have it too, she saw a green spirit with a fox mask whiz by. Drawing her inspiration and finding her yarn count was sufficient, she tossed the yarn up into the air and worked her magic.

"Gotcha!" she declared, her happy go lucky nature returning for a brief moment. She proudly held up her new creation for all to see, giving everyone a view of what seemed to be a fox mask.

"Huh, masks are a new one. Seems someone's been reading those sewing books I saw in the bookcase," Spidey commented.

The Subconites meanwhile all "Ooooh'd" and "Ahhhh'd" at it. One particular servant explained, "Ohhhhh, a dweller mask! Legend says that when you wear one, you can see the world through a dwelller's eyes. Objects from other dimensions then come into focus!"

Spidey stroked his chin, contemplating. "Other dimensions you say?" he murmured. Just then though, he felt a familiar feeling swell up in his head. Hoping it was what he thought it was, he made sure to remember this event later. "Anyways, we have to get going. Can you point us toward Subcon Village?" requested the arachnid.

"Yup, just follow this path and you'll be right at the entrance."

"Thank you!" Spidey and Hat Kid called back as they took off down the path. _Maybe those guys aren't so bad after all _the duo pondered as they continued.

As they walked, Hat Kid became more and more unnerved by the various gravestones, the dead trees, and the haunting atmosphere. This was a forsaken place, but hopefully that contract let them stay guests, at least long enough for them to grab her soul and the time piece and ditch this place.

While she was in her thoughts, she was suddenly tackled by Spider-Man as he screamed, "Move!" Right at that moment, a giant spider, similar to the one they had seen to the ones in the gallery rift descended rapidly on a web, nearly pouncing right on top of them.

"Hey, spinning a web is my shtick! You start wall crawling and I'll sue!" Spider-Man quipped as he shot his own webbing at the spider. He then spun around repeatedly until letting go, sending the feral arachnid to peck knows where. "And tell Daddy Longlegs I won't be home for dinner!" he called after its receding figure, though he hoped it landed somewhere safe.

Standing back up, Hat Kid asked him," How did you do that?" In response, Spidey retracted his mask, showing a wide grin on his face. He only needed to tap the side of his head for her to know.

"So that's how Spider-Sense works?" she inquisitively questioned, earning a nod in reply.

"You have no idea how good this feels," said Spider-Man with glee.

Giving a small smile, she beckoned for him to follow her as they kept going down the trail. Eventually, they arrived at the Subcon Village. It was a small town, mostly made of tree stump houses and a big square where they could see a great fire blazing in the distance. It was surrounded by what seemed to be a big ditch, though evidence suggested it was meant to be a river.

Pulling out the contract from her hat, Hattie took one of the colored pencils she kept in her pocket and checked off the first obligation. Now, they were on their second objective: Murder the Spirits. The two felt extremely uneasy at that obligation, but they continued forward anyways, determined to finish these terms and go home.

As they approached the little settlement, Spider-Man's spider-sense went off, causing him to pull Hat Kid back. Just in time too, because the Snatcher poked his head out from where she was just standing before popping out fully.

**"WHYYYYYYYY HELLO THERE! You didn't forget about me did you? Don't tell me you forgot about me," **he announced, wearing that obnoxious smile of his as he looked down at the two contractors he deafened.

"Little warning next time, please?" Spidey complained, holding his ears from the sudden bellow the ghost had put forth.

**"Oh please, like I need to warn you of all people, kiddo. What with that fancy little "Spider-sense" you got going, I bet you _saw_ this coming," **smirked the ghost.

The webhead objected in his best Harrison Ford impression, "That's not how the spider-sense works. Also, how do you know about it?"

**"Oh please kiddo, you act as if I don't have my sources of news! Flinging that annoying eight legged cousin of yours across the forest tends to cause some ruckus, wouldn't you agree? After that, the little bugger ratted out how you could detect danger like him, so I went to investigate. Turns out, you're more spider than man! **the shadow explained.

Spidey facepalmed as he grumbled, "Alright, very clever, yada yada yada. Also could you stop with the kiddo? I'm nearly 20. I can legally vote"

Snatcher laughed as he retorted, **"Not in my forest you can't, kiddo!" **He then said in a lower and more smug voice, **"Come back to me when you have a few centuries under your belt, THEN we can talk about old." **He then cleared his throat as he pointed out, **"Anyways, check it out. Those incredibly annoying fire spirits are sitting are sitting right there in the middle of my village."** His usual yellow smile turned into a deep frown as he continued, **"Their little dance is creating these incredibly annoying barriers that stop me from getting to parts of my forest. It's almost like they're trying to put an end to me... how adorable.**

He then clamped his hand into a tight fist as he ordered the duo, **"Dispose of them! I don't care how you did it, as long as they suffer for entering my domain." **Then, as if by magic (probably was), the frown returned to its usual jack-o-lantern smile as he said, **"Anyways, back to work troopers! This isn't a vacation, and I'm getting impatient!"** And with another dive, he once again faded into the ground.

"Man, and people thought I'm annoying," huffed Spidey as he and Hat Kid went into the village to confront the fire spirits.

Walking up to one of the aforementioned fire spirits, Spidey awkwardly greeted it, "Um, hello. So you guys are causing a bit of a ruckus over here. Do you think you can move this somewhere else?"

"We want to die. Yayyyyy!" responded the fire spirit, causing Spider-Man's eye lenses to go wide at the suicidal fox.

"We want to burn bright, and then burn out. Become a cloud of smoke!" The arachnid looked at his companion for an explanation, receiving only a shrug in reply. "Our bonfire needs more fuel. Only the finest paintings will do! Can you help usssss?"

"Um well, I guess you're already dead, so that makes it a little less terrible?" Spider-Man tried to awkwardly reason. He looked to his left where Hat Kid had been, only to see that she had already taken off, looking for the paintings the spirits desired.

"Hey kid, wait up!" he called as he shot a web to a nearby tree. Zipping up onto the branch, he perched and searched for the little purple child, until he saw her signature top hat far off by some ice.

"Swinging down to meet her, he asked, "So, you spot any paintings yet?"

"Yup, in there," she pointed, revealing a painting trapped in ice.

"Spidey patted her on the back, saying, "Good eye kid, now how do we break this ice?"

As the arachnid based hero tried to come up with a solution, Hat Kid spotted another one of those cherry bombs from before. Looking up, she also saw several dwellers floating around. They could make an excellent fuse. Walking over to the fruit, she picked it up and jumped on a mushroom. One of the nearby dwellers rushed into the purple fruit, turning it red like before.

"Huh? Spidey muttered, before freaking out at the now ticking time bomb that the fruit had become. As he dove for cover, Hat Kid chucked the explosive at the ice, destroying the barrier that held the painting.\

"Well, that's one way to start an ice breaker," Spidey whistled. "Although, this painting seems familiar, doesn't it?"

Hat Kid looked at it for a few moments, but merely shrugged it off as she took the painting, saying, "You'll come with me."

The little girl scurried over to the bonfire with the painting in hand, and once in range, tossed it right into the middle of the inferno. There, the blaze evidently grew in size, turning from a mere flicker into a true bonfire.

"Yessssss, moreeeeee!" chanted one fire spirit.

Spidey, seeing that the painting was doing the trick, whispered to Hat Kid, "Let's split up. The sooner we find these paintings the sooner they can leave," receiving a nod from the little alien.

And so, they split up, running and swinging across tree tops for any more paintings they could burn. They weren't too hard to find, considering one was sitting in the center of a tree platform, and another was on top of a tree stump house. Though they found it odd why an Express Owl and Moon Penguin were abstractly painted into the canvas.

"One moreee pleaseeeee, then we can buuuuuurn bright!" a fire spirit voiced with glee.

Glad to be nearly done, the two decided to regroup for the last painting. As they turned the corner, they found their painting, and something else.

"Hat Girl! Spider Person! It is you!" the burly and exhausted voice of the Mafia man rejoiced. "Please help, Mafia don't want to become painting!" he pleaded to the two wayward adventurers.

Shocked, Spider-Man quickly reached out a hand, trying to grab the Mafia man before he was sucked in. Unfortunately, the large goon tripped on his untied shoelace as he reached out his hand.

"Aghhh!" he yelped as he was pulled backwards, inches away from Spider-Man's hand. After a bright flash of light, the duo opened their eyes to find that the Mafia man had _become _the painting.

"Wah, h-h-how do we get him out?" stuttered Spider-Man. In all of his crime fighting days, he had never seen something as bizarre as this. Now it dawned him and Hat Kid why the paintings looked so identical to real people: It's because they _were_ real people!

Instead of trying to help Spider-Man find a way to release the man, Hat Kid instead picked up the portrait, and as Spidey asked her what she was doing, she chucked it head long into the blaze to burn with the others.

"Hat Kid! Why did you do that? You basically murdered the guy!" scolded the arachnid angrily. She knew what these paintings were, so why did she send that poor man to his doom?

"I know I should feel bad, but-" she trailed off.

"But what?" demanded Spidey.

"But I don't feel _anything,_" she finished, glancing up at the hero with a worried expression.

_Oh yeah, the no soul part _he remembered. Maybe he shouldn't be too hard on her, but he definitely needs to steer her moral compass back in the right direction, if she has one right now. Patting her head in apology, the two looked to the bonfire to see that it was so large now that its smoke rose above the clouds of Subcon.

"Thank youuuuu!" cheered all 3 fire spirits as they became on with the fire, going up in embers as they became part of the flame. And as quickly as the fire had flared, it was gone as if it wasn't even there.

'Burn, burn, burn!" chanted Hat Kid as she put her hands out like a magic spell.

_Yup, we need that soul back IMMEDIATELY _Spidey urgently thought. Although he would admit she was the most adorable pyro he'd ever met, and he'd met many.

Around them, they found the landscape being morphed back into a familiar purple color. His spider-sense warning him, the wall crawler turned his head just in time to see the Snatcher rise out of the ground once again.

**"Well done!"** praised the Snatcher to his two contractors. **"Please tell me they suffered. You murdered them, right? I bet you strangled them. Good kids, hahahaha!" **He then held up a shadowy claw in the air, saying, **"Don't think I'm done with you yet though. You may have removed all those fire barriers from those pests with that little stunt, but up next on your to-do list is to clean up the Subcon Well. That's right, you're plumbers now! Congratulations on your promotion!" **he taunted sarcastically, earning a facepalm from Spider-Man.

**"I also have some...other.. work for you that I cannot do myself. And hey, as long as I need you, you get to stay alive. What a deal, huh?"** he added, drawing protest from both of them.

"I thought, we were done after this last one?!" the outraged superhero objected.

**"Read the fine print, kiddo. You signed on for as long as it takes to get her soul back. There was no definite limit to how much I can put you work horses through though, so that means you listen to me," **smugly snarked the Snatcher, earning frustrated grumbles and curses from Spidey. In response, he summoned two more contracts in front of the two.

**"But enough talk. You look like you can handle multiple things on your plate at once! Let's get you an additional contract."**

Looking over the two contracts carefully, the hero and the alien found both of their tasks equally disturbing. The first one was to investigate a creepy manor, while the other one asked them to go clean the local outhouse. Though Hat Kid repulsed the idea of having to go anywhere near a port-a-potty, she would take it over going to that old manor. Who knows what lived there? In the end, she signed the contract concerning this "Toilet of Doom," adding the spider insignia underneath her peace sign to add that Spidey was along for the ride.

**"Good choice! Let's hope you're up for the task," **Snatcher enthusiastically grinned, before a light bulb seemed to go off in his ghostly head. **"Oh, you're looking for time pieces, right? I found one of them while haunting some poor soul!"**

Now Hat Kid and Spidey were immediately on edge. Even THIS GUY knew about the time pieces? So much for one of the universe's best kept secrets.

**"Like I said kiddos, centuries," **the ghoul added, as if reading their minds. Could he do that? **"You can keep it, but this is the only time I'll reward you for completing a contract. Because guess what, I'm not legally obligated to! HAHAHAHA."**

And so, true to his word, he pulled a time piece seemingly from thin air and gave it to the two wayward adventurers. Experiencing a moment of pure joy, Hat Kid hugged the time piece like it was the last chocolate chip cookie in the universe. She then pointed it into the air, ready to get them back to the ship.

5 seconds pass, then 10, then 15. Nothing. Both Spidey and Hattie give it a good shake, hoping that it was something simple to fix. When nothing worked, Hat Kid became perplexed. The time pieces always work!

**"Oh yeah, I forgot to mention,"** interjected the Snatcher. **"I cast a spell to keep you from returning back to your ship. Can't have my contractors going off and dilly-dallying across the planet, can I? Hahaha!" **And then the shadow faded into the ground once again, leaving the two to themselves once again.

Only one word rose to their minds in that moment, and in unison they cried out, "PECK!"

* * *

**And here we go! The beginning of Subcon is here. This is definitely going to be one of my favorite arcs to write. And you're all in for something special next chapter. Anyways, thanks again for reading, and see you next chapter!**


	17. Blackout

**Now I know I said that updates would be a little more far in between, but I was too excited to write this chapter, so surprise! Early chapter for all of you to keep reading while I work on my stuff. Hope you enjoy!**

**To Mad King C, sadly I don't think we'll be seeing much of Moonjumper in this story. There's just not enough known about him for me to write him in, as I am mostly sticking to the main games' canon. And don't worry, I've seen the pattern too. I have an ending planned for Battle of the Birds, and it's not gonna be like most AHiT fics hehe**

* * *

The arachnid and the adventurer sighed as they calmed down from their outburst. It was like today just kept getting worse and worse.

_Typical Parker luck _groaned Spidey in his head. First they nearly lose both their souls, and now they couldn't even get back to the ship. _If we die, I am so bothering that haunted purple ramen noodle for eternity _he inwardly ranted.

Hat Kid tried pressing the button on her time piece tracker to maybe guide them to this Subcon Well, but had no luck. It seemed the Snatcher's spell had disrupted communications with the ship as well.

"I don't know where to go," the crestfallen purple explorer sighed. Without the tracker, their whole trip might as well have been for nothing.

Refusing to just give in, Spidey said, "There's gotta be some way to figure out where to go. Don't you have a connection to the magic time Force or anything? Figured being the Guardian of Time came with the territory," he spit balled.

"There's no such thing as magic ti-" Hattie began, but stopped as she realized, she did have magic! Granted it wasn't related to the time pieces, but magic nonetheless. "Actually, my hat is a little magical. Whenever I look for something, if I think hard enough, it shows me where to go!" she suggested to the wall crawler.

"Magic top hat? Why didn't I think of that? More importantly, why didn't you use it before?"

Hat Kid shuffled her feet as she explained, "Well, I never mastered how to do it. It takes a lot of concentration sometimes. But it's the only thing we have."

Spidey nodded in understanding. There were days where he'd seen Doctor Strange down 2 Advils at a time to compensate for the constant migraine that was magic. "Well give it a shot. If it's too much, just give it a break. It's not like these contracts have dates on them anyways," he said.

Nodding, Hat Kid put her hands it her temple, concentrating hard on where they needed to go. Then, magically, an image popped in her head, as well as a tug in the direction in was in. "That way!" she gestured, before taking back off down the cobblestone road, Spider-Man following close behind.

Running back up the way they came, the two arrived back at the same place where they first touched down into this cursed forest. Though when they arrived at the large tree again, they were surprised to find...

"Snatcher? You live in this tree?" a surprised Spider-Man asked. Within the tree, the ghastly ghoul himself was sitting in a comfy chair reading a book.

**"What's up kiddos? I see you found my humble abode," **he genuinely grinned. **"It seems you're lost? Well you're supposed to be cleaning the well, kids. It's deep inside the swamp, but it's big enough even tiny things like you two can't miss it," **as he gestured with his ghostly tail to the swamp. He then returned to his usual level of smugness as he added, **"Try not to trip and hit your head at the bottom, HAHAHA!"**

"I'll be sure to try," Spidey grunted as they left. Well at least they know what direction to go in now. But once they reached the Swamp's edge, Hat Kid felt a strange tug from her hat, gesturing her towards the fiery landscape that lay opposite from the swamp.

"Hey, my Hat is detecting something that way," informed the little girl as she tugged on Spidey's web cape.

"I'm not one to question hat magic in this multiverse. Lead on Captain," submitted the wall crawler.

The wayward duo journeyed into a new area of Subcon Forest, where they were confronted with blazing heat from all the fires that were being lit. Though the heat was appalling, it was also in a way beautiful. The flames were not spreading like wildfires, but rather were staying in place, making them seem as if the trees were made of fire.

Once they had gone deep into the heart of the flaming forest, Hat Kid felt the tug from her hat direct her to her left. And so she followed with Spider-Man behind her until they had left the fire lands entirely, re-entering the purple reaches of regular Subcon, though this section was unfamiliar to them. It seemed at one time there was a camping ground in the area, as they ran across a grill and a fire pit. There was also a port-a-potty, but they steered clear from the smelly structure.

As they continued forward, the tug kept increasing in strength until it began taking on a physical itch on Hat Kid's scalp. Around they went, discovering more and more signs of architecture and of a fallen civilization. When they finally arrived though, the tug stop, and the duo could see why.

A purple time rift had been formed, rising from the mystic crater left by the time piece's rough entry. Around it, mystic bolts of energy were suspended in mid air, probably caused by the impact combined with what seemed to be residual magic from the forest itself. It was a breathtaking sight, but also a most concerning one for the two explorers.

"So that's why my hat brought us here," Hat Kid concluded.

"And this is why I never doubt Hat Magic," Spidey quipped. "Duty calls kid, purple means we go before it gets unstable."

Hat Kid nodded, understanding she still had a job to do. Taking Spider-Man's hand, she held on as he shot a web onto a nearby wall. Once he had clung to it, he shot another web and swung feet first into the rift, Hat Kid and tow.

* * *

Arriving inside the rift, the first thing that the wall crawler and adventurer were met with was the sight of several raccoons sleeping on ice shelves.

"It's a living Nyquil commercial," Spidey joked to himself, careful not to step on any of the sleeping rodents. He had to admit though, it seemed really tempting to make a web pillow and lie down himself.

As the two tip toe'd around the dreamers, they made their way up to the cauldron at the top of the shelf, Hat Kid's eye caught a glimpse of another storybook page. Curious about the story of this peculiar forest, she grabbed the page before hopping in with Spidey down the hole.

As they entered the next area, they were once again greeted by the burning forest section from before. The heat was not as sweltering as before though, almost like a sauna instead. The trees were also not on fire, or at least as much fire. Instead, small flames flickered on various tree branches, while tiny embers simmered below was also a wrecking ball, for some odd reason, and various tree houses.

"I never thought I would actually like a purple time rift," Spidey dreamily voiced aloud. Compared to the other purple rifts, this one was much more relaxing. It was like something his subconscious would dream up at 2 AM. "Well, you know the drill Hattie. Vamanos."

Complying with his direction, Hat Kid hopped across some branch platforms as Spider-Man swung along the trees themselves. Gathering rift pons as they went, it took the virtually no time to gather up 5 of the strange orbs, Their exploration also yielded some more storybook pages to the two, which they pocketed for future notice.

As Spidey was picking up the last rift pon, he could see the fire spirits off in the distance, playing happily as they raced across some tree branches. But something seemed amiss, considering one of the spirits looked stockier than normal. Adjusting his lenses to account for the orange haze and the smoke, he could just make out the figure in the distance. It appeared to be a... woman? He couldn't tell unless he got closer...

"Spider-Man, let's gooooo," complained Hat Kid as she sat at the cauldron, waiting for her partner.

"Keep your hat on your head, I'm coming." he retorted, leaving behind the mysterious figure. Sometimes not all mysteries are meant to be solved.

Inserting the rift pons into the cauldron like usual, the two partners in time hopped down the hatched when it opened, leading them to the next level. There, they found the area to be much darker, though just enough to see properly.

As Hat Kid was walking around, she heard Spider-Man say, "Spider-sense is tingling." Moments later, she was tugged away by the red and blue arachnid on a web _line,_ just in time to hear a popping sound and an identical _thwip _drop from above as well as the popping of a balloon. Not a second later, both a raccoon and another giant spider dropped where she had been standing. The two then proceeded to knock them unconscious, gaining a rift pon from each enemy.

_That spider-sense sure comes in handy _remarked Hat kid inwardly. If it weren't for the save, she'd be much worse off right now.

The duo once again ran around collecting rift pons, which seemed much less scattered in this level, though it was also a very short level compared to most. They had trouble hopping on the horizontal windmill structure at first, but when they landed, they were able to gather up the last of the pons and the story page. Satisfied, they advanced to the cauldron, where Hat Kid found another page behind it.

Once they inserted their pons again and jumped down the hole, they were met with what seemed to be the literal polar opposite to the relaxing fire stage they had been at moments before. Here, there were ice crystals sprouting every which way, as well as biting arctic level winds blowing through occasionally. This cold was not relaxing, it was deadly.

"Alright, I'm never complaining about 45 degree weather again," shivered Spidey. "Let's find those pons and blow this popsicle stand."

"I couldn't agree more," responded Hat Kid, moving quickly so they could grab the rift pons before they froze over.

As they about to jump to one of the various battlements though, Spider-Man shouted, "Wait!" as his spider-sense had triggered. He then picked up a nearby heavy rock and tossed it at the battlement. It shook roughly before ultimately sinking down to the ice. It took several moments for it to reappear.

"Alright, looks like we got to be light on our feet for this. Ready?" he asked.

The purple adventurer nodded, and on the count of 3, the two leaped onto the tall tower, immediately advancing to the next one, which held a rift pon. They followed each other in stride, making sure they kept in sync to avoid sinking the other, until they arrived at a temporary safe spot on some trees.

"Not bad. Same thing here now, ready?" started Spidey, but his countdown was interrupted by another falling raccoon, which he promptly dodged and flung away. "Alright, NOW we're ready," he declared, earning a small chuckle from Hat Kid. Once again, they followed each other's footsteps, making sure not to leave the other behind. Soon, they had nabbed every rift pon that was hanging from the battlements.

"See? All it takes is plunging into giant ice spikes to get our synergy back," commented Spidey half jokingly as he stared down at what could have been their possible faith. Wasting no time, they stuck their pons in the cauldron and hopped down again.

On the next level, they were on a circular roof, standing between two octopi. "Um, hello?" began Spidey, but he soon retracted his words as he nearly was zapped by the cephalopods. Thankfully, he had the reflexes and the precognition to hop onto a glass wall with Hat Kid to avoid the shockwave. "Just for that, I'm going to a Korean restaurant when I get home," he ranted down at them.

Not seeing any rift pons but one on the roof, Spidey decided to put his newly reacquired spider-sense to the test. Using it like a sonar, he tried to tune in on the magical frequencies of the rift pons or the story book pages, just like Madame Web had shown him during the tablet fiasco. As he focused, he could see their outlines not above or next to them, but below them.

"Found the rest," Spidey happily informed the little girl, who gave a small smile in return. That smile instantly vanished however as a piercing roar echoed through the land. Though Hat Kid was unnerved because she didn't know what caused it, Spider-Man was losing it because he did know. Looking around rapidly, he noticed a wooden plank hanging off the side. "Quick, get behind that plank. NOW!" he ordered.

Though distressed, Hat Kid did as she was told, ducking down on the plank to make herself small. Not a moment too soon either, because now, the source of the sound had arrived, and the sight of it appalled the young child.

It came from a portal that appeared right in front of Spider-Man. The first thing that emerged was the black strands of goo, which she soon realized was _webbing._ Next came a flash of black that Spider-Man barely managed to dodge, breaking the glass wall he had been perched on. Finally, once the rubble was moved, the figure finally came into view, where Hat Kid could get a good look at it.

The thing before them looked like a monstrous version of Spider-Man. It bore a large white spider on its back and chest, about as large as the Unlimited suit's logo. It also had giant meaty hands, each digit ending in a claw and a white square on the back of the hand. Its mass far exceeded the wall crawler's limber physique, making it nearly twice as big as him. But the most horrific part of all was the face. Where Spider-Man's eye lenses were wide and friendly, this creature's lenses were sharp and narrow, giving it a constant sinister look. But the mouth is what truly sold the appearance. Its teeth looked like it was lined with machetes with a disgustingly long tongue sticking out.

"RAGHHHH!" it screamed.

"Well if it isn't my least favorite parasite. Don't you think you're getting too old for this shtick Venom? I know I am," Spidey addressed the frightening newcomer. "And Eddie, seriously, you need to look up what reformed means in a dictionary, because CLEARLY you didn't get the message."

All Venom did was keep snarling and roaring. Very unusual for the envious symbiotic, especially with Eddie Brock as the host.

"Not much of a talker now? Shame, I really missed our unfriendly banter. But guess we'll do it the old fashioned way," Spider-Man said before getting into a fighting stance on the wall. Venom only snarled as he leapt up to the fellow wall crawler, beginning their battle. Though Spider-Man had improved a large amount since the last time he fought Eddie and Venom together, he still was barely able to dodge the assault that he gave. A few times, he was scathed, but the blows didn't hit as hard as Venom usually hit, leaving the web slinger confused.

After catching a right hook from the fanged beast, Spidey was surprised when he found Venom's leg buried into his stomach, knocking him off the wall and onto some bone cages. The giant beast pursued, and soon the two were duking it out again on top of the cages.

Hat Kid watched anxiously, hoping that Spider-Man could beat that _thing._ She was about to move more to the side of her plank when she noticed that it ended there, and two more planks continued downward. Wondering if there was anything she could find useful down the path, she quickly jumped down, hoping for something to deter that beast.

Meanwhile, Spidey was starting to regret not finishing those sonic emitters. They would've worked great for this EXACT situation. _Come on, think Spidey think _he frantically ran through his mind._ There's no sound waves and no fire, so what can I use to beat him this time?_

His spider-sense went off behind him, and he managed to backflip just in time over the shockwave of the octopus from before and right before Venom pounced on him. The symbiote gave a shrill scream as it was shocked by the wave instead of Peter.

_That's right! Fire and sound may put him down for good, but electricity stuns him! _Spidey realized as he subtly equipped the Ultimate badge.

Rushing the stunned symbiote, the web head combined the Ultimate badge with the Accelerated badge, allowing him to dot Venom's body with electric venom blasts, courtesy of Miles Morales and the Badge Seller. He used the Accelerated badge in conjugation to throw off his would-be destroyer into thinking he was two people.

He kept stunning him for as long as he could, but eventually, Spider-Man was grabbed by the leg and thrown into another glass wall, shattering it. Venom marched over slowly, looking over the recovering figure of the arachnid. As he spawned a tendril from his back, ready to lay into him more, he was struck in the slimy face by a lantern.

Bewildered as to what happened, Spidey looked behind Venom to see a familiar purple top hat had snuck up from behind and smacked him with a lantern. He gave a thumbs up to the little alien, when Venom roared again. This time though, its face began to split, revealing the host underneath.

"Parker!" Eddie cried out in desperation. The symbiote seemed to be struggling too, attempting to eject the man. "Use the shock! NOW," ordered the blonde haired host.

Not wasting time to ask questions, Spidey rushed the two and began hitting them with as many venom blasts as he could muster. Hat Kid also helped by hitting Benom with the lantern repeatedly, exploiting the symbiote weakness to fire.

After much effort, the symbiote and the host managed to separate themselves, becoming separate entities once again. Eddie Brock lay gasping on the ground as Peter helped him up, retracting his mask.

"Eddie, if you missed me so bad you could've just scheduled a cof-" started the fellow photographer.

"Shut it Parker, I need to tell you something, quick!" Eddie stammered in a hurry. "Me and Venom didn't want this. We were captured and forced to bond again, by the same guy who sent Mysterio and that creepy wasp thing for you!"

Hat Kid and Spidey listened intently, motioning for him to continue. "He knows the kid, personally it seems. He had a black cloak and a shattered red hourglass on his chest." This news shocked Hat Kid to the core, as she could visibly be seen shaking. Before Eddie could continue though, a purple portal appeared next to him, sucking him towards it. In vain, Spidey and Hat Kid grabbed both of his hands, trying to keep him fro being sucked in. "You have to prepare yourselves! When the time comes, do what you have to do!" the former Bugle photographer gave in a final warning before he was sucked into the portal.

"Eddie!" cried Spidey, dumbfounded at what had just happened. "Kid, what did he mean by, 'seems personal'. Do you know this mystery guy?" he questioned, only for Hat Kid to become defensive, giving a face that clearly said, "I don't want to talk about it".

"I get it, maybe not the best time," he said. "Let's just get out of here."

"Wait!" pleaded a hoarse and wispy voice. "Please, do not leave us here."

Turning back, the two of them found that it was in fact the symbiote that was crying out to them. It lay in a heap on the ground, forming its head without the teeth and tongue.

"We did not wish to attack you, but that man took over our minds. Controlled us like puppets. He ripped us away from Flash and forced Eddie and us to bond once again," revealed the Venom symbiote. "Please Peter, we mean no harm. Our time with Thompson and with our species has shown us the wrong in our transgressions, and we are sorry. We beg of you, help us."

Spider-Man was taken aback by the symbiotes pleads. On one hand, he knew what this creature was. The symbiote has toyed with his emotions, turning him into something he was not. He lost control fighting street thugs, and he shivered to think what would happen if he lost control around Hat Kid.

On the other hand though, his most recent encounters with Venom were much less confrontational, even allying with him a few times. But he believed that was only because Flash had wrangled the symbiote into submission. He never thought that Venom itself could change for the better. It was a tough decision.

Pullin on his cape, Hat Kid asked, "You're the one who's always helping people. Why not now?" she asked with genuine curiosity. It wasn't like her partner to get apprehensive over saving someone or something.

"It's deeper than that kid, you wouldn't understand," he tried to brush her off.

She merely pouted and said, "Maybe, but he's changed, right? Come on Spidey, if I can give the Mafia Boss a chance, then can't you give it a chance too?" She tossed in the puppy eyes too for extra effect.

Spider-Man thought long and hard on the pros and cons, but finally sighed as he said, "Alright, you win. When did you become the guardian of morals though? Aren't you missing a soul?" quipped the web head.

"It comes from being around you so much," she said with pride.

Beaming at the girl, Spidey turned back to the Venom symbiote, stating, "Alright, until we get you back to Flash, I'll be your host. But if you try taking over my brain again, I'll shoot you out into the stratosphere in a heartbeat." He then leaned in close and added, "And if you even try to hurt the kid, I'll make you wish you stayed with Brock, kapische?"

The symbiote gave a nod of its gelatinous head, making clear it wouldn't do such a thing. Then, it reached its tendrils out and inched its way up his arm. Slowly, it began to envelope his entire body, until his entire costume was an inky black. Then, the same giant white spider that had been worn by Brock's Venom returned on both Spider-Man's chest and back. The white squares behind his hands began forming again as well as the iconic white lenses. To top it all off, the symbiote mimicked the web cape of the Unlimited suit, adding a new flare to a classic design.

_I see you're into the latest fashion _Spidey said to his new roommate upstairs

_We quite like the cape. It is not long and obnoxious as is with the Thunder God Venom replied inside his head._

_You're lucky Thor isn't a telepath _finished Spidey as he looked back to Hat Kid.

"Well, what do you think of the new threads?" asked the symbiotic spider.

"It fits for Subcon," replied the little girl. She had to admit, she really liked the look of the symbiotic costume when it wasn't on steroids and trying to eat them.

Spider-Man nodded before saying, "Let's get out of here." He then helped Hat Kid insert the rift pons into the cauldron so that they could leave, making sure that Venom was also learning. Thankfully, the time piece was in the next level, so once the two had managed to put the rift pons in, all they needed to do was smash it.

"I got this," said the web head, before walking up to the time piece shell and creating a web hammer. He slammed it down with so much force that it broke in one hit, as opposed to four. _God I've missed symbiotic augmentation_ he admitted.

_We are glad we've been missed Venom replied in his mind._

_Don't push it you _he said back. Letting Hat Kid grab the time piece, the two both held onto it and were transported back to the real world.

Coming back to the real world, the two could see that repairing the rift had repaired the magical collision. There were no more shards of magic sticking out of the ground, and now it was only grass.

"Would you look at that. Guess we're landscapers now," Spidey said.

"Let's go back to that well," Hat Kid declared, before rushing off to the well with her sprint hat.

"Hey wait you!" Spider-Man called to her, but it seemed she was already halfway there.

_"Is she always so... energized?" Venom asked as he sprouted a head on Spidey's shoulder._

"Buddy, you don't know the half of it," the arachnid groaned as he spun a web line and followed. It was now official. Spider-Man is back in black!

* * *

Eddie Brock fell out of the portal sputtering and gasping for breath. He was back in the same place where he and Venom had been forced together again.

"What the hell do you think you're doing? Now the Hat Brat knows I'm onto her!" angrily came the voice of the man who had abducted him to this multiverse.

"Heh, then I see this as an absolute win," Eddie answered spitefully. He hoped he gave Parker and the girl enough of a warning, they would need it for what was to come.

The man was fuming as he said, "I gave you back the best days of your life! And this is how you repay me?!"

"Venom and I never asked to be bonded again. YOU forced us together so you could use your little mind control on us to do your dirty work," retorted Eddie. He couldn't BELIEVE this guy right now.

The man then grew a sinister grin as he added, "If I can't make use of you with your own body and mind, then perhaps you would like to become part of a whole."

Eddie froze upon hearing this, but before he could say anything in protest, a blue portal appeared. Out of it came white, mechanical tentacles that snatched him by the neck and arms.

"AHHHHHH!" he screamed as he was pulled into the swirling blue vortex, all while the cloaked man laughed heartily.

* * *

**For future reference, to differentiate between Venom and Snatcher's ****dialogue:**

_**Italics with bold is Venom**_

**And plain bold is Snatcher**

**Also, the lady I mentioned in the time rift is a reference to SilyaBeeodess's "The Firelands" fic over on the non crossover stories of AHiT, which people should really check out.**

**Anyways, I hope everyone likes the concept of a good symbiote Spider-Man. Most fics (and comics) make the symbiote act like a crazy ex, which admittedly it is. But I thought it would be cool to bring back symbiote Spidey as a force for good, hope all you fellow Spidey fans don't mind.**


	18. Up a Creek

**Hello everyone, thanks for the patience. I've been buried in schoolwork so I haven't been able to upload as soon as usual, but here I am! Thank you for reading and enjoy the next chapter.**

**To Mad King C, as soon as a Time Rift comes along, I like to use it as a way to advance Spidey's story alongside Hat Kid's. I'm glad you like the twists and surprises I added so far, since Time Rifts are some of my favorite levels. And yes, a Stan Lee cameo would be the cherry on top.**

**To Typeunmasked, it's alright, you're just curious is all. I actually am not sure where I'll have them read the storybook, but I guarantee that they will at some point**

**To Dinogeoff022, don't worry, he'll get his comeuppance. But first, we got some important story events to get out there.**

**To TimeBlade, I haven't played Undertale, but I did look up Flowey. Didn't realize I was drawing such parallels, good eye.**

**Also to anyone who reads, I'm hoping I do the character shifts justice, I'm just not sure how well I was able to write the more violent or non-caring attitudes of Symbiote Spidey or Soulless Hat Kid.**

* * *

Arriving back at the giant tree, the now 2 and a half visitors of the forest could see that their contractor had left his post. Probably to go harass another poor soul for trespassing.

"Now then, where were we?" Spider-Man addressed.

Focusing her innate magic again, Hat Kid's hat laid out a mental path for them to follow in her mind. "This way," she beckoned, and the spider and the symbiote tailed her as she hopped between various wooden docks.

"This place gives me the creeps," shivered Spider-Man. The hands reaching out from the swamp were certainly unsettling. The minions that said it gave a sinking feeling surely didn't help his nerves either.

**_We have lowered your adrenal gland activity. This should help calm you _**Venom said in his head.

"You couldn't do that when I was freaking out about my chemistry final the last time I wore you?" he joked.

**_It is an ability we learned when we were with Flash. He is a very stressful host. _**

"True that," agreed the former wall flower turned wall crawler. He halted his swings once he realized that the docks now ended, and a giant brick structure stood across from it. This was the Subcon Well.

"Well, Snatcher wasn't lying, for once," said Spidey as he gazed at the giant well. Flipping from his perch on a tree, he landed next to Hat Kid as she stood at the end of the last dock.

"That looks too far to jump," observes the little girl. Even with a running start and a good dive, she would still land into the purple marsh and who knows what.

"Good thing you met me then, I used to be the Floor is Lava King when I was little. Now let's see here," contemplated the hero. Surveying his surroundings, Spidey found that there were two trees just close enough for what he had planned. Shooting two black webs to the trees, he pulled backwards as hard as he could, making the lines as taut as possible.

"Hop on my back," instructed the wall crawler. Jumping on his back, Hat Kid clung on as she braced for whatever it was he was going to do.

"Houston, we have liftoff," he joked, shifting his weight downwards as he let go of the webs, sending him and Hat Kid sailing through the air. He had calculated where he needed to lean in advance as to make sure they didn't end up as red and purple splotches on a nearby tree. Tilting into a dive, he sent them straight down the well hole as he yelled, "And down the rabbit hole we go!"

The two visitors and the symbiote fell for a little while, not realizing how far the well reached. As they approached the ground however, spider-sense alerted Peter that they were coming in for a hard landing. Using Venom's enhancements to his powers, he shot out a web, but instead of staying as a line, it expanded in all directions, creating a spider web that managed to break their fall.

Getting up from the stringy and tough structure, Spider-Man japed, "And that, was for the first time you dropped me out of the atmosphere," as he recalled Hat Kid initially screaming down the well.

"I wasn't scared," pouted the little alien, though her eyes betrayed her.

"Uh huh, surreeeee," Spidey knowingly replied as they both hopped down from the web and into the water below.

"Which way do we go?" asked Hat Kid, as they now found themselves at a crossroads. Walking forward towards the room that was filled with ice, Spider-Man shot a web line at her back and yanked her backwards, much to the surprise of said child.

"Spidey-sense no likey. Neither does the new roommate upstairs," informed the wall crawler. On cue, Venom rose an inky head out of Spider-Man's shoulder.

_**"Yes, we feel that something is wrong. Knowing this "Snatcher" being from Peter's memories makes it no less surprising," **_the symbiote told them. _**"We believe the other path is most practical."**_

Trusting both their new acquaintance and in the incomporable spidey-sense (so far), Hat Kid took both of their advice and went into the other pathway. It was a good thing too, for no sooner had they turned to the other path that an iron gate slammed shut on a rat, nearly impaling the little rodent as it squeaked away in fright.

"Point taken," conceded the space explorer, though she had to wonder where all of that ice came from...

Entering the adjacent doorway, the contractors found what seemed to be backing up the well.

"Who plugs a well? That ruins the entire purpose of a well," Spidey facepalmed. Where the water was supposed to be flowing, there was a cork plugging the pipe. Curious as to what this "plug" is, the hatted girl ran up to one of the dangling strings and pulled. Lenses going wide, Spidey yelled, "Wait, stop!"

Instantly, water began re-entering the well. In no time, it was already at ankle depth. Hat Kid scratched the back of her neck, blinking as she realized what she had done.

"That's not good," Spidey plainly stated. Thinking quickly, he jumped on the now open plug as it let out some pressurized air, carrying the superhero upwards to a lantern. Shooting a web, he caught the kerosene contraption and hung upside down on the string.

"Come on kid, it's sink or swim!" he called to Hat Kid, who followed his example and jumped onto the pressurized valve. She shot upwards, her cape flying in the wind, as she positioned herself to land on one of the wooden scaffolding.

Making her way up the ladder to her right, she was caught by surprise as one of the giant spiders descended from the ceiling right on top of her. Managing to dodge left at the exact moment, Hat Kid gave the pure arachnid a hard _SMACK _in the face, knocking it into the water below.

As she reached a platform that was level with Spider-Man, as she was about to jump, he advised, "Old school platforming isn't gonna work here. Time to reverse swing, just like I taught you."

"When did you teach me that?" questioned Hat Kid.

"I didn't. It's a little joke for team building," he quipped. Turning serious, he then directed, "Follow my lead."

Spidey then flipped back upwards from his perch under the lantern and shot his symbiotic web at the pipe above him. Swinging as high as he could, he let go at the apex of his jump, rocketing him nearly 2 stories up. As he fell, he web zipped to a nearby platform and landed safely.

"Now it's your turn!" he called. At first, the hatted child was slightly hesitant. It's not like she didn't know how to swing, but she's only been doing it for days while Spider-Man has probably done it for years.

"You've gotta swing or the water will catch you!" he yelled more urgently, snapping her out of her thoughts.

Normally, Hat Kid would be much more nervous attempting something like this without any safety precautions. But, with her soul went some of her better judgement. After all, she was the one who sprinted across 5 story tightropes and exploding trains.

_Eh, why the peck not? _she thought inwardly, and so she took off with her sprint hat and grappled, hearing a satisfying _CLING_. As she reached the apex of her swing, she let the grapple go, sending her flying into the air with a loud "Whoaaaaa!" before she was yanked downwards.

"See? We knew we had it in you! And by we I meant I," Spider-Man congratulated, though somewhat annoyed that the "we" habit had returned with the symbiote.

Hat Kid blushed but gave him a thumbs up in response. In their situation though, they had no time for reprieve. Using whatever lanterns they could find, the duo used every chance they could to get higher. They were making good progress, as the water was at least 4 levels down. They even managed to use some of the giant spiders' web lines as makeshift climbing ropes.

On the final swing though, Hat Kid's grapple did not grapple correctly with the lantern. Not realizing her fluke, the little alien threw her weight into the swing, causing the grapple to lose its grip and for Hat Kid to spiral out of control.

"Helppp!" she screamed as she started flipping mid air.

"Hat Kid!" yelled Spider-Man in fright. She had gone straight over his head and had missed the platform, heading straight for one of the lower platforms as she spun out of control.

_If she lands on her head, she's a goner! _the web slinger panicked.

He was about to fire a web line, but hesitated for a moment as the haunting memory of Gwen Stacy returned to him. The last thing he wanted to do was snap Hat Kid's neck on accident too.

Feeling that Peter was re-living one of his worst nightmares, Venom took over as it shot out a symbiotic tendril from Spidey's arm involuntarily. Speeding down towards the falling child, instead of merely sticking to her, the tendril wrapped around her torso. Using as much self control as the Klyntar native could exert, it used enough force to stop her from falling into the platform while also keeping enough tension to stop from jerking her spinal column.

On the other end of the tendril, Hat Kid blinked in surprise that her fall had stopped. Sure, she was scared out of her mind when her fall started flipping her, but now she was intrigued by the black tendril that had stopped her nearly fatal fall. _Looks like Spidey was picking up some new bells and whistles._

Pulling her back, Spidey lifted her up onto his platform as he anxiously asked, "Are you okay? No bruises, bleeding, or conks to the noggin?"

"I'm alright. Your new tendril thingy saved me. It was really cool," she reassured.

"Huh? Oh yeah, that," chuckled Spidey awkwardly. Truth be told, that moment was a blur to him since Venom had been the one in control. _Must be the side effects of being non-symbiotic for all this time _he concluded.

_**That would be correct, Peter **_notified the black symbiote in his head.

_Later, you and I are having a serious chat _he told his new neighbor, who agreed completely.

"Now that we're done doing cordless bungee jumping, I believe it's time we make our exit," declared the arachnid.

"Yeah, this place is icky," agreed Hat Kid. Just in time as well, as the water level had caught up to them and was less than 2 stories away from catching up. Rushing over to what they presumed was the exit to their right, they were crestfallen as they discovered that the way out was covered in ice.

"How are we getting out of here?" stressed Spider-Man, using the augmented part of his spider-sense to find anything useful. Luckily, right behind him, there were 2 cherry bombs outlined in red in his "Spider-vision" along with two dwellers.

"Kid, when I say go, we pick up those fruits at the same time. Both of us need to throw them to break the ice. As soon as it's lit, set it down by the ice. When you do, take a lungful of air, because it's about to get real wet in here, got it?" Receiving confirmation in a simple head nod, Spidey at Hat Kid each went by the cherry bombs. On Spidey's signal, Hat Kid dashed past the dwellers and put her fruit down all the while gulping in a lung full of air. The superhero followed suit, but instead threw his bomb at the wall directly above the first bomb. The wall shattered, and instantly, water came rushing in as all of the blocks were now unclogged in the well. Grabbing Hat Kid in his arms, Spidey used Venom to spin a symbiotic web cocoon as they were whisked away with the current.

* * *

Just outside Subcon Village, a rumbling could be felt as the minions milled about their day. Curious, the little inhabitants soon found themselves running for the hills as water rushed back into the mote surrounding the village.

_Pfffffftt_ came the sound of the surfacing superhero as he hauled himself into land. Venom retracted Spider-Man's mask to allow him to breathe. "And THIS is why I know I wasn't bitten by a water spider," gasped Spidey. Once he had a hand on dry land, he hauled the web cocoon containing Hat Kid up and ripped it open, revealing the young alien inside.

"You can breath now kid, we're on land," he informed. Immediately, Hat Kid released the breath that she was holding, allowing her puffy purple cheeks to return to normal.

"Mafia Town had better water slides," pouted the little girl. She liked it when the water wasn't burying her under rapids of white water.

"You can say that again," agreed Spidey, who then sensed a familiar presence. Adorning an annoyed look, Spidey allowed Venom to reform his mask as he turned around. Sure enough, the purple landscape was back, along with his least favorite spirit.

**"Well done kiddos, you're making these contracts look easy!" **greeted the Snatcher. **"I guess you were always meant to be plumbers. Then again, it's not like either of you can amount to anything else, hahahaha!"**

As Hat Kid stood up with a scowl, Snatcher noticed something different about her arachnid amigo. **"Nice suit there kiddo, you look like you belong here now! Plus, red made you look fat," **taunted the Snatcher.

"Like you can talk about fat, Mr. -36 waist size. Your torso is the size of my fist," fired back Spider-Man. He was suddenly feeling more hostile to the spectre, and he suspected it wasn't just because of the downhill drowning he had just experienced. He needed to have that talk with Venom about aggression soon before it got out of hand again.

**"Ohhh, snappy are we? Remember, I still have your little friend's soul with me. It'd be a shame if it just went, poof," **warned the Snatcher forbiddingly. That was enough to, for once, shut Spider-Man's trap and to shake up the soulless space explorer.

**"Alright, now that that's out of the way..." **Snatcher then snapped his fingers as he summoned contract.** "I have more chores for you! So go ahead, pick whatever task you would like next. It's not like I'm giving you a choice," **he chuckled, back to his usual jerk self.

Hat Kid walked up to the contract and sighed. Of course he would bring back that creepy old manor contract. He could probably detect that neither of them wanted to do it, so of course he would force it back on them. Relenting to his wants, Hat Kid signed the contract with her signature and Spider-Man's insignia.

**"That's the spirit! Now, let's get-"** started the ghost before one of his minions came bursting out of the purple murkiness.

"Boss, Boss! The Outhouse got another soul! It's messing with the village and ruining the forest!" cried the forest inhabitant.

**"What? I locked that thing up to KEEP it from getting more souls. How did it... oh wait," **realized the Snatcher as he looked at Hat Kid in realization. **"Kiddos, looks like this contract just got a lot more personal for you. If you want your soul back, then go SPANK that outhouse for me. Otherwise, if that possessed toilet doesn't get your soul, then I WILL," **he threatened before disappearing into the ground again.

Left alone with the minion, the two and a half visitors were dumbfounded at how quickly Snatcher had lost his cool, as well as the fact that Hat Kid's soul was now haunting a toilet.

"Come on newbies, I'll show you the way," the little Subconite cut in. It then took off in the direction where all of the commotion was coming from. Giving each other tired looks, they both sighed as they followed behind the little minion, hoping they could take care of this "Toilet of Doom" as quickly as possible.


	19. The Porcelain Pain

**Hello everyone, sorry for the long break. With everything happening in the world as well as getting back into my studies, it's been busy. This story has not been abandoned though, it will just take more time until I can get more free time. Also sorry about the low quality of last chapter, I don't exactly excel at writing raw platforming. Anyways, here is the next chapter!**

**To Mad King C, thanks for the review again. The swinging thing I did last chapter was a speedrunning technique I saw for the Deathwish version of the well, so that might have been why it seemed so confusing. And yes, Spidey will eventually have a long word with Venom, but the way I'm setting up the acts makes it so it's a few chapters from now still.**

**To dinogeoff, I do in fact intend on doing Queen Vanessa's manor. In fact, I can't wait to write it because of what I have in store for it and how it'll move the story forward. Although I'm not the best with suspense writing so you'll have to forgive me**

* * *

"Hurry newbies, the arena is this way!" shouted the minion ahead of the Spidey and Hattie. Sprinting through Subcon Village, the trio were alarmed as chaos seemed to run rampant. Some strange supernatural energy was spewing out of the ground, dwellers were running for cover, and all of the Subconites were taking shelter in their tree stumps.

"So would you mind explaining what this "Toilet of Doom" can do? We'd rather not jump in blind," requested Spider-Man. Maybe with some info, they can make a brief game plan.

"No one knows where it came from. It just showed up one day and started trapping roaming spirits," espoused the minion. "It made the boss pretty mad, so he went over there to beat it up. There was a big battle, but the boss ended up winning. He stuffed it into his old acid pool to make sure it didn't find anymore souls, but lately it's been acting up, and today it just burst! Someone said they saw a purple soul with a top hat playing in the acid pool when the outhouse came back. So yeah... this ones all you kid," he cheekily finished.

Hat Kid shot him a glare, a rare sight on her innocent face, though she began to wonder, _Does this mean I have to fight my own soul? _

"Alright, right across this gap is the arena. Good luck newbies, it was nice knowing ya!" With that, the little guy ran off.

Shrugging their shoulders, the two contractors swung across the gap by a tree branch and into the arena.

It was dark and damp, even more so than the rest of Subcon. The green sludge in the middle added an eerie feeling to the place. The hanging cages above them also creeped them out a tad. But that was nothing compared to what lay in the middle. As a purple sprite of energy was whizzing around, the "Toilet of Doom" revealed itself, opening its doors and sucking Hat Kid's soul towards it.

"Get away from my soul you stinky shack!" shouted Hat Kid. Umbrella held high, she charged into battle as a baffled Spider-Man followed along.

Watching their approach, the toilet gave out a battle cry that sounded akin to a whale with tuberculosis. It jumped out of the middle of the arena and opened its hideous hinges.

Out spewed bubbles of pure toilet water! As the duo dodged around the disgusting projectiles, they looked over their shoulders at the bubbles they had evaded. One of the bubbles hit a candle at the corner of the arena causing it to melt away.

"Acidic toilet water?!" cringed Spider-Man, shivering at the thought of dying to doo doo water.

The toilet water barrage continued as the two contractors kept dodging, until one of the exploding fruits was hurled at them along with the acid bubbles.

_**Peter, if you use our tendrils, we are immune to acidity. You can pop the bubbles **_informed Venom

"Best news I've heard all day." Giving Venom a degree of control, albeit hesitantly, he felt his body adapt to the new sensation of producing tendrils instead of webs. Once the symbiote relinquished control, Spidey concentrated before shooting out a sharp tendril at the bubble with the bomb. Seeing its plan backfire, the toilet cowered in fear.

"Light em up kid!" he shouted to his companion. Switching to her sprint hat, Hat Kid rushed in before the fruit exploded. Picking it up, she ran straight up to the fearful outhouse with an almost innocent grin, if it weren't for the smugness she was feeling.

"Here's a present!" she taunted before tossing it back through the door.

BOOM! The explosion rocked the outhouse to its core as it howled in pain.

"Yowch, right in the pisser!" Spidey noted that explosions to the inside of the toilet harmed it the most. He made sure he dedicated it to both his and Venom's memory as the outhouse leaped high into the air, stopping over the green pit of acid.

As it did what almost seemed like an evil laugh, the toilet began exerting its magic. Instantly, Peter's spider-sense tingled, and no sooner did a giant metal cage come crashing down, catching him nearly by surprise.

"Whoa, I'm the only one who gets to swing around here!" He did a roll forward to avoid another cage as it dragged behind him. Looking up, he noticed that the toilet had turned blue. _Now's my chance_ he thought, and with a burst of speed, he cut through the never-ending steel traps as he got closer.

Just as he formed the hand motion to make a web though, the grapple he was going to use to swing was already taken. Turning in surprise, he heard a "Cling!" right before he saw a little purple mass crash into the outhouse feet first. Spidey couldn't believe it; Hat Kid learned his signature swing kick. If he were a father, he would be overwhelmed with spider pride. _Huh, so is this what having kids is like?_

"I did the thing!" cheered Hat Kid as she reveled in her achievement.

Before Spidey could give any proper congratulations though, the toilet enraged again. This time, it belched out 6 bubbles, with one containing a heart pon and another holding another cherry bomb. Unlike the other bubbles though, there was a lack of green, as well as no spider sense, on the ones holding the goods.

"Kid, grab the goodies. I'll keep sewage breath here occupied." Nodding, Hat Kid took her grapple and started rocking back and forth, doing her best to avoid the bubbles of doom.

"So, what's your origin story? Got angry people kept leaving your seat up?" mocked Spider-Man. Nowhere in his career did he ever think he would be making toilet jokes in a serious setting. As he dodged another acid bubble, he heard the pop of a bubble behind him, and judging by the anxiety building beeping, Hat Kid had managed to grab the cherry bomb.

"Fire in the hole!" he shouted, diving to the ground as Hat Kid literally fired the bomb down the toilet hole.

KABOOM! Another clean throw, and this time the outhouse was showing the tiniest bit of wear and tear as wood chips began appearing.

"I think it's working," evaluated the little alien. As the toilet began to enrage once more, Spidey took the initiative and shot a web line to stop whatever attack was to come. He was surprised though when he suddenly found himself flung into the air with the toilet. As they came crashing back down, the web slinger held on for dear life as he was thrown around like a kid on a mechanical bull. Meanwhile, Hat Kid tried her best to dodge the shockwaves the toilet was now creating. She succeeded in jumping over the first few waves, but soon found herself flat on her butt as the final wave knocked her off her feet.

Trying to get up, she saw that the toilet was once again summoning the cages, but she couldn't find her footing in time before she saw the big metal cage bearing down on her.

Covering her eyes, she was surprised when she heard a low voice growl, "Oh no you don't!" Then, a symbiote strengthened web line caught the cage and jerked it off course. Using his enhanced strength, Symbiote Spidey hurled the cage with one hand, causing it to crash into the blue and bewildered outhouse. "You don't get to play dirty on my watch, sewage scum," he threatened, his lenses narrowing and fist clenching. As quickly as the aggression came though, his eyes and hands returned to normal as he scolded, "Not again."

Taking her focus off the conflicted do-gooder, Hat Kid saw the extent that cage toss had damaged their adversary. The toilet was now leaking, having been hit so hard that the front door had come unhinged. From the middle, she could see a purple glow violently pulsing. Her soul was trying to break free! Just one more hit and she reckoned that the outhouse would be down for the count.

"I've seen kitchen sinks that are tougher than you!" Hat Kid then stuck her tongue out to add insult to injury

Fueled by the insult, as well as knowing it was on the verge of losing, the old crapper had one last trick up its hinges. Jumping up into the air again, it soared high enough that neither man nor alien could see where it went. When it finally descended back down, a look of horror struck their faces. In the middle of the arena lay a cherry bomb the size of a trailer house. From the top of the arena, the cages appeared again, this time revealing dwellers inside. The duo didn't even have time to totally register their purpose before they were swarming into the bomb.

"If that bomb goes off, all of Subcon is gonna be a crater!" shouted an alarmed Spider-Man. Personally, he didn't care if Snatcher got blown up, he was already dead. But all the nicer inhabitants like his minions may get turned to ash. He tried to swing up to the toilet to knock it out, but it used its magic to cut his web lines. When he tried to crawl on the bomb, he found that it was too slippery to stick to. Running out of options, he searched frantically for a way to get up.

And that's when he saw it. Hat Kid was using the toilet's condescending of him as a distraction. From behind, he could see her scurrying up the cages as she tried to reach the top.

It was then that Spidey started to grin despite himself. He'd essentially caught the toilet equivalent of an evil monologue. Playing along with the act, he got on his knees, and gave an Oscar worthy act of despair.

"Oh no, how could I be bested by a toilet! I should have done more to stop you when I had the chance. It's over," he fake sobbed. In his head, he could hear Venom go, _**Really?**_

_Can it slimy, you know how theater club auditions went_

As the outhouse seemed to begin its speech about how great it was and how pathetic Spider-Man was, it was cut off mid-belch as an umbrella whacked it with a 1-2 combo. The toilet could do nothing as with a final "Hyah!" Hat Kid smacked it off of the cherry bomb, disarming and disintegrating it completely as the smelly spirit sailed off to the side of the ring, completely broken.

"Yeah! We did it Spidey!" cheered Hat Kid. Jumping down, she rushed over to the broken wreckage that was the Toilet of Doom. Inside, she saw a time piece hanging from the toilet paper holder, which she yanked out and held with pride. Then the purple mist rose up and took up the form of her soul, literally lifting her spirits up.

She reached out to grab it and get her soul back, but just as she touched it, a familiar black figure appeared from the ground and taunted, "**Uh uh uh! Not so fast kiddo."**

The little explorer could do nothing as she watched her soul get sucked back into the Snatcher's mouth, having just grasped it back. The black spirit licked its mouth as if it had just eaten a good meal as he congratulated, **"I'm impressed! For a couple of towel boys, you seem to have a knack for these kind of life ending situations!"**

"Yeah, it's almost like we're doing unpaid labor," retorted Spider-Man in a flat tone.

**"Why, that's the best kind of labor!"**

"Whatever," groaned the two contractors together.

**"Anyways kiddos, keep up the good work! I'd love to stay some more to tell you how much of a PAIN you just got rid of for me, but I have things to do, souls to torment. Anyways, smell you later!" **And with that, the Snatcher once again disappeared.

"Well he was helpful as always," snarked Spidey. "Where to next kiddo?"

Pulling the next contract out of her hat, Hat Kid opened the parchment and showed the older explorer what was next on their plate.

"Get something from an old abandoned manor? That might be the easiest thing we've done so far," the arachnid snorted. "What can possibly go wrong?" And so he picked up Hat Kid and swung back across the gap, eager to get all these contracts done and over with.

* * *

**Short chapter, but I like to think it's full of decent content. Plus the boss goes down pretty easy to be honest. Anyways, the Queen's manor is next! And also I wanted to say stay safe everyone. The world's going crazy right now, so I'm hoping I'm providing you all some entertainment in your ****quarantines. Hope you are all doing well.**


	20. A Forsaken Place

**Well, here it is. The chapter that EVERYONE who reads A Hat in Time fics waits for. No the best at suspense and horror, but I hope you all enjoy nonetheless!**

**To ChristopherPrime, I'm glad you liked the little touch there. Figured the swing kick bit would get some people (: and I hope I delivered in regards to this chapter**

**To e, yup, yo already know what's going down hehe**

**To Dinogeoff, thank you, it's good to be back!**

* * *

"Well. This 'Royal Manor' screams more 'hostile' than 'hospitable'." remarked the red and blue webslinger as they stared at the dim lit manor before them. The hatted adventurer next to him gave a nervous nod as she shivered a bit.

The two visitors to Subcon had already known that this contract was going to be unlike the rest of them as soon as they had crossed that bridge. After receiving all kinds of responses from Snatcher's little minions, from praise for finally defeating the toilet to warnings about their next set of obligations, Spider-Man and Hat Kid were already on guard by the time they arrived at the broken bridge.

"You sure this is the right way to go kid? Maybe your hat was having a wardrobe malfunction or something, because everything about this screams DO NOT ENTER."

Hat Kid gave a "Hmph!" and a pout, but her voice betrayed her as she stammered, "Y-yeah, this is the place."

Noticing her little hiccup, Spidey asked, "Hey kid, you ok there?"

"Yeah, just a little cold," she lied, but he decided to drop the conversation there.

"Alright, well we better get going." With that, the two of them jumped across the gaping gap below them and to the other side. The two stepped forward to examine the ice crystals and the strange green bell ahead of them, but as soon as they stepped onto the snowy ground, Peter's spider-sense went off. Not long after, a familiar colored circle of roots popped out of the ground, and Spidey, Venom, and Hat Kid all internally groaned as they knew what was coming.

**"HAHAHAHA FOOOOO-, oh wait, it's you?" **the Snatcher said, caught off guard by the sight of his two current contractors.

"Welcome back to the living world Jack-O-Noodle. What's next on the misery agenda?" snarked Spider-Man.

Snatcher, for the first time since they had met him, appeared to be without words as he sheepishly admitted, **"I was kind of expecting a new victim to step into my traps. I've already taken your soul and everything. Have you even completed you contractual obligations yet?"**

"Work in progress," Spidey stated flatly.

**"Alrighty then. Now don't take this personal kids, but try to stay clear of my traps. There's only so many times my voice can handle yelling like that. You're taking away the experience from other people."**

Hat Kid was giving the shadow the silent treatment, although she secretly wanted to laugh at the irony that a soul stealing spirit was getting socially awkward with a little girl and a man in an alien onesie.

**"Uh, but since you did step into my trap, I might as well extend my business endeavors!" **he said, regaining his usual gusto. **"Ahem, FOOOOOOOOOOOOL! You've stepped into my forest, and now you must pay the price!" **he re-enacted, making stereotypical ghostly motions with his arms. This was enough to get some giggles out of the little girl, and even Spidey was kind of enjoying the show. Venom was uncaring.

Then, with a thunder crack, a contract appeared before the two once more. **"Pick your poison! Which burden do you want to carry for the rest of your life?"**

"Uh Ghosty? There's one contract left. Looks like someone needs to go watch Sesame Street with the Count," jabbed the web slinger.

Too tired to feel insulted, Snatcher just grunted, **"****Can it kid, souls have been slow lately."**

Not having much of a choice, Hat Kid once again signed the contract and Spider-Man put his insignia above it. It didn't look too bad though. After all, it was only mail delivery.

**"Not a bad choice! This one should be a breeze! You're leaving all the difficult contract for the newbies though, which is really rude when you think about it" ** commented their boss. It was surprising to hear such a different attitude from the soul stealing shadow. What followed was even more unusual, and more unnerving than anything he had ever said to them prior. **"Kiddos, this next contract is no joke. If you want to live, I suggest you listen hard and well to what I have to say next." **He paused as if the next sentence would be his second death. **"The place you are going to is the royal manor of a queen. It's a forsaken place, and there's a reason I order my minions to avoid it at all costs. Whatever you do, do NOT use your magic hats in there, or IT will find you in a heart beat. And if it does, you can end up like me. Even though I can care less about if you live or die, there's things in that manor that are worse than death." **With that haunting warning, the Snatcher vanished into the ground again, leaving Hat Kid and Spider-Man alone with reeling minds.

"That... was probably the worst advice I've ever been given," Spidey said.

Agreeing with the web slinger, Hat Kid nervously walked toward the icicle barricade before them. But before they went in, Spidey called, "Wait! I've got to do something quick. Stay there for a second." With that, he swung off out of sight.

Once he had gone a considerable distance away, he forced Venom off of him, gaining a look of disdain and confusion from the symbiote as he reverted back to red and blue.

_**"What are you doing? Did you not here the warning? You might not even be strong enough to defeat what's in there, so why are we seperating?" **_asked the black alien.

"You're too uncontrollable right now. I felt it again, that same feeling from when we first bonded. That searing anger that nearly took me over the edge. I thought you said you were changed? So why are you trying to ruin me again?" coldly answered Spidey.

_**"It's not us! It is the way of our species. We feed on the gray matter found in human brains or in chocolate. We didn't think you would appreciate us feeding on your brain matter, and you have not found any chocolate sources, so this is the result."**_

"Well bad news oil stain, we're not getting any chocolate anytime soon, and you sure as hell aren't eating my brain. So you better suck up those negative emotions real quick. I refuse to become what I was before, especially in front of the kid. If she saw what you made me into, she'll never trust me or you again."

The Klyntar seethed silently as it considered the wall crawler's argument. As much as Venom hated to admit it, Peter was right. What they had once been was ruthless, uncaring, and completely unacceptable to be in charge of a child, no matter what she had experienced. In the short time he had known her, he had come to develop a liking to the little girl. Not as intensely as he did with his hosts, but she was someone whom Venom wished to protect, lethally if necessary. If the symbiote's violent tendencies turned both of them back into their original condition, he feared what effects their brutality could have on his fellow alien. _**Must be going soft**_ the symbiote cursed, mentally noting to give Flash an earful upon return.

_**"Very well. We will try to hold back our more... unpleasant tendencies." **_

"You better. If I leave that manor and you're still throwing hissy fits over chocolate, I'm leaving you in this multiverse." With that, Spider-Man swung off to rejoin his fellow contractor, leaving a conflicted Venom to his devices.

Back at the ice crystals, Hat Kid was rolling up the snow on the ground as she tried to make a snowman. Unfortunately, the snow wasn't sticky enough, and each of her attempts ended with it collapsing into a heap. Eventually, she had given up and sat against the ice crystals as she waited for the wall crawler to reappear.

"Alright, let's do this," called Spider-Man as he rounded the corner.

Hat Kid sat up to greet him, when she noticed the wardrobe swap back to the Unlimited suit. "Where's Venom?" asked the child as she looked the red and blue hero over.

"He's going to sit this one out. He doesn't feel so good right now," Spidey half lied.

Nodding in understanding, Hat Kid walked up to the green bell and smacked it with her umbrella. While she was waiting, she had also discovered the properties of the bell were similar to that of the dweller mask. This allowed the strange purple space wall that blocked their path to dissolve away momentarily.

"Come on!" Hat Kid motioned, and she and Spider-Man ran through before the wall closed back in. Picking up quickly, Spidey made a note to look for anything green or purple.

With the first wall passed, the web slinger and explorer examined their surroundings. Luckily, another green bell appeared along with Dweller platforms, but the platform above them was purple, indicating that going green would erase it.

"Alright well up and over," said Spider-Man as he shot his webbing to the ceiling. However, he was surprised to find nothing came out. After failing to shoot his line, he looked closer at the cartridge. "Darn it, my web fluid's frozen solid!" He began to wonder if leaving Venom back was a good idea now.

"Then let's do it the old fashioned way," suggested Hat Kid. Seeing no other choice, the wall crawler agreed as he stood by the first Dweller platform. Equipping her mask for reassurance, Hat Kid rang the bell. Its aura expanded to the platforms, bringing them into existence. Hopping on the green platforms, they made a giant leap through where the purple block had once been, making it up the next wall and onto the next segment.

Here, there were a few ice blocks of various heights erected, and a cherry bomb sitting beside the first, as well as a Dweller sitting on the last. Putting two and two together, Hattie and Spidey went to opposite sides of the pillars. As she stood at the top by the Dweller, the arachnid picked up the cherry bomb and used his height to hand it off to the little girl. Once the dweller ignited the bomb, she threw it at the ice wall as both of them took cover. It shattered as easily as glass.

"Piece of cake," waved off Spider-Man. He was sure that whoever crafted this icy barricade hadn't counted on two super powered beings trespassing onto their property.

"I want cake, and Cooking Cat," sighed Hat Kid. She missed the comfort of her ship, as well as its better safety rating.

"And we'll get back there soon. One more contract and we get to go free," encouraged Spidey. He seriously doubted Snatcher would make it that easy, but it was something for the kid to cling hope on.

Smiling at her partner, Hat Kid continued on to the next section. Here, they found more bells and platforms, all leading up to one tall wall with a cherry bomb. Ringing the bell on the floor, they both traversed the heights as they made it to another bell which brought more Dweller platforms into focus. They jumped on the first platform, and using their super and double jumps respectively, skipped the last step as they jumped straight to the ice wall. There, they ignited the bomb and took cover again as the ice wall fell like the one before it.

Hopping down, the duo gave each other a fist bump as they journeyed forward, their path clear. Reaching the end of the passage, they found a broken gate as well as a dim light in the distance, almost like a window.

Catching up to the present, Spidey and Hattie ventured forward to the hostile and eerie manor, ready to get this contract over with. As they crossed the frozen lake, a chill ran up their spines, making them even more uneasy. They sensed that this truly was a forsaken place, as if something terrible had happened here. Nervously, they walked up the steps of the manor and knocked on the door.

"Um, hello? Is anyone home?" Hat Kid meekly called. No answer. She was about to try again, when spider-sense started to kick in.

"Dodge!" yelled Spider-Man as he reverse ducked under a pair of blue hands aimed where his throat just was. It was the headless statues at the start of the manor, and they were out for blood. Hat Kid immediately equipped her sprint hat and bolted past the two statues, but one broke off from attacking Spidey and gave pursuit. It was starting to gain on her even as Hat Kid put all of her effort into sprinting.

Then, just as it was about to grab her cape, it was intercepted by a red fist from above. Stunning the living statue, Spider-Man jumped off its back and in front of it before grabbing the statue by the arm. He proceeded to hip toss the abomination over his back into the raging blizzard, far enough that it wouldn't bother them anytime soon.

"That was a cold housewarming committee if I ever saw one. You alright there Hattie?"

"I-I think," managed the little girl. She was shaken up, but not ready to call it quits just yet.

Though he was worried for her safety, Spidey went along with it. "Well, it looks like the front door is a no go. Now we gotta find another wa-"

BOOOOOOM!

The basement entrance door exploded open, as if on command, startling the two contractors. They had not realized they had ran to the back of the manor, and thus they found themselves staring at the basement door. Peeking closer, all they could see was darkness, but the feelings they were getting from within the basement were sinister, as if daring them to peek inside.

"Beggars can't be choosers," shrugged Spidey, lamely trying to lighten the mood and their fear. It didn't work, and with anxiety mounting with each step, they descended into the gaping darkness as the doors sealed once again.

* * *

Emerging into the other side, the web head and the wandering explorer were glad to finally find some light. They were less glad to find that the light came from an old and leaky beer cellar, flooded up to their calves with dirty brown water.

"Who cleans this place? The royal fool?" complained Spider-Man as he trudged through the cold water.

No amount of joking though was calming Hat Kid's nerves as she came across a set of shackles along the wall. It seemed someone had met their end in this cellar, but there was nothing but a red jacket left to remember them by. No bones whatsoever. There was also a strangely shaped polygon mask floating around in the water which might have held some relevance, but she preferred to avoid making contact with anything that may have been tied to the tragedy that occurred here.

Walking up to the door leading up to the next floor, she frowned as she found it to be locked. Deciding to search the area, she and Spider-Man searched the cellar for any kind of keys laying around, eventually finding it on top of a beer barrel. Placing the key in the lock, the two pushed open the creaky doors with caution. Opening the door, they found another set of stairs leading upwards, also veiled in darkness.

"I've got a bad feeling about this," Spidey said aloud. Hat Kid whimpered slightly as they walked up the steps to the next floor.

Reaching the top of the stairs, Spider-Man carefully pushed out the hatch frame for the basement cellar and glanced around. After confirming nothing was watching them, he pushed it out completely as he and Hat Kid climbed up and out.

"This is a nice house," commented Hat Kid, trying to take their minds off the growing fear inside of them.

"Yeah, a little bit of refurbishing and this place can-"

Suddenly, Peter's Spider-Sense went off to skull numbing levels of tingling. Not a second later, lightning crashed, revealing their shadow in the main hall.

**"WHO'S THERE! Who dares enter MY HOME!" **came a terrifying voice.

The sudden noise startled Hat Kid off her feet as Spidey fought to regain control over his Spider-sense. As his brain was pounding, he thought he was starting to black out as his vision started darkening. Then he realized with horror that the door he was staring at was opening, and whatever creature they had disturbed was responsible for this sinister aura. Not wasting one second, he located the closest door and grabbed Hat Kid by the cape as he pulled them both in and shut the door behind them.

"Sssshhhhh," Peter indicated with his pointer figure as he managed to get his Spider-Sense to simmer down. Just being in the same room as that thing gave him a headache worthy of a noogie from the Hulk.

Hat Kid shivered like a leaf as she processed all that had just happened. All her racing brain could process was the dark presence that had beset the entire hallway and the sheer terror she had experienced.

"We gotta find a way to get past that thing and to the next stair set," Spider-Man whispered. Using his augmented Spider-Sense, he already had a layout of the architecture of the building, but he only had the searing headache to indicate where that creature was. With his super spider-sense, he sensed a lock in the room it had come from that led to the next set of stairs. He frantically searched the piano room they were in for any keys, and was glad to find that there was one hanging out as a bookmark.

"Jackpot." Pulling the key from the book, he was surprised that it wouldn't budge. Pulling harder, he started to notice a faint black aura similar to what he had experienced in the halllway around the key.

"The key is enchanted. My hat can sense it," Hat Kid explained.

"I thought Snatcher said no hat magic in here!" Spidey panicked in a hushed voice.

"It's a passive thing that it could always do. But if you're going to open that book, it needs something just as magical to open it somehow."

Spidey racked his brain and his environmental Spider-Sense trying to find anything that qualifies as magical around the living room. Meanwhile, Hattie tip toed into the kitchen, trying her best not to alert the beast to their whereabouts.

As she rummaged through one of the cabinets, the thing called out in a sickly sweet voice, **"I can hear your footsteps. Why are you hiding?"**

The little alien's heartbeat jumped up by 20 as she realized it was suspicious to their loitering. Frantically, she tried to find something, anything, that triggered her hat's magical detection. When she stopped in front of the fridge, the detection peaked, and she opened it quickly and quietly.

Inside lay a tray of cookies that she had to admit looked scrumptious. But more importantly, there was a key shaped like a treble clef exuding the same black energy as the other key. She had seen a hole inside the piano, and she wondered if this was the key. Only one way to find out.

Speed walking into the living room, she went around to the other side of the piano and inserted the key in the hole. Giving it a twist, it clicked and propped up the top of the piano, which exuded the familiar black aura.

Before Spider-Man could comment, Hat Kid ordered, "Get on the ceiling, quick!" Without hesitation, Spidey jumped high and clung to the ceiling just above the entrance to the kitchen.

_Here goes nothing_ thought Hat Kid. Then with a big leap, she jumped on the piano cover and slammed it down, creating a shockwave that knocked the bookmarked key ajar.

She could already sense Spidey staring at her like she had lost her mind, but before she could get so much as a shrug out, the crazed woman ecstatically exclaimed, **"Knock knock! I'm on my way!"**

With no time to waste, Hat Kid found the only hiding place she could think of: under the piano. Sliding under the piano, she kept her head low and her hat off as she saw Spider-Man's lenses going wide before he had to clutch his head.

As she backed up further away from the kitchen, she saw the black mist before anything. Moments later, the whole room was getting dark again, just like in the hallway, but with even more pressure. Finally, as Hat Kid dared to peek through her covered eyes, she saw it through the veil of delirium that had beset her. The woman, if it could even identify as such, was covered in shadows from head to toe. There was barely enough clarity to see the shape of a hunched over old lady, but what were visible were the blood red eyes of insanity. They stared lifeless, not a pupil to be seen, looking for the one who dared trespass in her domain. What caught Hat Kid off guard the most was the thing above the eyes. Through the shadows, she could make out the shape of a _crown _of all things.

_This is the Queen_ realized the little girl. She suddenly recalled the story book she had gotten from the time rift, but now was not the time to be reading stories.

Above the deranged Queen's head, she saw Spider-Man trying his best to remain undetected. He had deactivated his web cape so it didn't hang down and he had his hand over the stealth mode button in case his already blaring Spider-Sense alerted him that he would be seen.

For a few nerve shredding moments, the 3 figures stood as still as statues as the Queen tried to find the intruders. The two contractors held their breaths as if their next would be their last, which it may very well be. Thankfully, she gave up for now, and left back into the hallway. But not before leaving an ominous message, saying,** "You're close by, aren't you?"**

Crawling back down softly, Spidey went down to the piano and quietly ranted, "Are you crazy?! If it weren't for that piano, you'd be next on the royal guillotine!"

"I had to do something. It was the only magical item here, and we need the key," defended the young adventurer.

"Well at least give me a better warning next time. Communication skills are pretty poor when you just say 'Jump on the ceiling.'"

"Well I need to do it again, so get on the ceiling!" lashed out the young girl, too loud for her liking as she covered her mouth. After confirming they were not heard, Hattie quickly apologized, "Sorry, I'm just really scared."

Calming down, Spidey said, "Understandable. Alright, I'll go on the ceiling again. Once that key falls though, book it." He then leapt back onto his spot on the ceiling.

With no small amount of courage, Hat Kid crawled back to the piano seat as she prepared to jump on it again. Making a silent prayer, she jumped up high and slammed her feet into the piano cover, so hard in fact that its legs gave out.

Dropping on her bottom, the little alien's blood ran cold as she heard out in the hallway, **"KNOCK KNOCK! I'm on my way!"**

The fear started to bubble up inside, and Hat Kid had a lapse in judgement as she grabbed the key and ran into the kitchen. Once she turned the corner, red streaks of light burned into her soulless body as the Queen shouted **"THERE YOU ARE!"**

"AHHHHH!" screamed the little girl as she tripped over her feet. The shadowy Queen was closing the distance at frightening speeds as she charged past the counter top to take Hat Kid. Flailing her arms, she dashed back into the living room and towards the hallway door, running as fast as her clammy legs could take her.

Before the Queen could grab Hat Kid by the cape, she was struck from above by a falling red boot.

"Go to the bar across the hallway. NOW!" commanded Spider-Man as he now stood between the killer Queen and the kid with the hat. She didn't need orders to get the peck out of there, as she was already gone.

"Whoever said black made you look skinny, they lied!" insulted Spider-Man as he picked up the broken piano and hurled it at the creature. It shattered in a heap on top of the Queen, but it only took her a few seconds to break through the rubble. By then though, Spider-Man was already gone.

_Puff Puff Puff_

Spidey had to take a second to breathe after the adrenaline rush he had trying to escape the creature's clutches. Meeting up with Hat Kid who had already opened the door, they quickly rushed up to the top of the stair case before taking a breather.

"I have NEVER fought something that makes my Spider-Sense go as crazy as that woman," gasped the web head. This wasn't like the Inheritors, where his Spider-Sense felt like a gong the size of China in his head. This was like someone was taking a chainsaw to his temples and slicing down, in what he could only guess were the forces of insanity tearing down his mental walls.

**"A wall crawler? I haven't seen one of your capabilities in centuries,"** sounded the terrifying voice below. **"You will find no refuge in these walls."**

As she ended that sentence, the walls all around them became frozen solid, ensuring that Spider-Man wouldn't be able to stick to them. His lenses widened as he realized the chainsaw in his head was back, and that footsteps were coming up the stairs. Quickly, he and Hattie ducked into the door to their left, just in tie as the Queen came up the stairs.

**"Tracking dirt to my floors AND my ceilings? Ohhh, when I find you..."**

"Peter, I'm scared," shivered Hat Kid as she neared tears. Never had she come across an individual as terrifying as this woman in all her travels.

"Shhh shh, I know, I am too. But I promise that I won't let her touch a single thread on your hat," reassured Spider-Man, though he was doubting his words as he said them.

Spreading out his spider sense for anything useful, he picked up another locked door down the hallway, but it would be suicide to walk out there now. Telling Hat Kid about the lock, they once again split up in an effort to locate another inevitably magical key.

**"I can smell you. I can feel your fear! You don't have anything to fear. Now, why don't we have a little... talk?"**

The sound of her voice gave Hat Kid goosebumps as she opened the nightstand drawer. Contained within, a neat little book with some torn out pages laid flat on its back. When she flipped it over, the cover read 'Property of Queen Vanessa' though the Queen had been scribbled out and replaced with 'princess'. Curious, the little alien peeped into the diary and read through some of the contents.

As Spider-Man looked within the closet, he was expecting a variety of royal dresses. After all, this was a Queen's manor. What he found instead startled him slightly, as a Mafia man of all things was seen cowering inside.

"What are you doing here? Don't you know this is probably the WORST place on this planet to play hide and seek at?"

The Mafia thug started crying as he begged, "Please, don't let Mafia become like other people!" He then pointed at the various ice statues around the room. That was when it clicked in Spider-Man's head. All the ice statues they had seen, he had assumed they were merely decoration until they started getting increasingly disturbing. He realized that they were the faces of real people, moments before this monster had caught them. He recalled the Snatcher's words, describing that there were 'Things worse than death' in here, and now he understood.

"Don't worry. We'll find a way out of here, somehow," the hero told him, but even he couldn't shake the ever encroaching dread that was setting upon them.

As he closed the door on the Mafia again, he heard a tapping sound behind him. Looking back, he saw Hat Kid beckoning him to the top of the bed. Going around to see what she wanted, he saw that on the top of the massive bed frame laid the key!

"Good eye kid, but I think her magic is affecting my powers. My legs don't feel as strong as they usually do." Wall crawling and webbing were also out of the question, and super strength wasn't going to help without making a lot of noise to move things.

"I have an idea, if this diary is anything to go by" whispered Hat Kid, going to the door that led into the next room over.

"Wait Hattie what'd you find?" asked the arachnid. Following the little girl into the next room, he saw that it much different to the rest of the house. There were various children's toys littered around the floors as well as some on the tables. Beside them on the wall was a blank picture and picture frame. To the side, there was a crib, revealing it to be a nursery.

"Wow, I feel sorry for the poor sucker went on a date with that piece of work," whistled Spidey lightly.

"Look at this and you'll feel even sorrier," Hat Kid said as she handed him the diary.

Meanwhile, she had found the perfect thing to get the key down. In the corner lay a large present box, probably for a baby shower, that had 3 red balloons on it. Since they were the only thing that could get up near the key, she figured that she could use it to nudge it off the side and into their hands. Grabbing a balloon, she ran back into the bedroom, reducing her speed as she heard Queen Vanessa call, **"I can hear your footsteps. Why are you hiding?"**

As she positioned the balloon under the key, Spider-Man re-entered the room, stating quietly, "This woman is insane. Who in the multiverse gets bans bacon?" Even his craziest exes couldn't compare with THAT level of obsession.

"Old people are weird," Hat Kid shrugged simply as she let go of the balloon. It floated up to the key and nudged to the tall side, giving Hat Kid some joy at some progress. That joy quickly turned to horror as the balloon was pushed toward a lit candle by arctic winds, causing a a kettle-like sound before popping loudly.

**"I hear you dear! I'M COMING!"**

"Hide!" ordered Spider-Man. He dashed into the opposite closet door the Mafioso had been hiding in while Hat Kid slid panicked as she couldn't find a hiding spot. Swiveling her head, she found a bench hidden in the shadow of a tree, and so she slid under and made herself as small as possible. Not a moment too soon, because the insane aura of the Queen had returned with a vengeance, making both Spider-Man and Hat Kid clutch their heads.

**"Are you here? No. Over there? No. Come on out little one,"** the shadowy figure appealed. The two trespassers held their breaths as they waited for her to go away. Fortunately, she exited into the nursery with a frustrated groan. Emerging from their hiding spots, they didn't say a word as they went back to the nursery once Spider-Sense gave the all clear.

"Subtlety really isn't in your vocabulary, is it Hattie?" said a cross looking Spider-Man once they had entered the nursery.

Hat Kid gave an apologetic shrug and forced a sheepish grin before grabbing the next balloon. Even though Spidey wanted to stop her from popping another balloon, he knew that the girl was smart. She knew not to make a mistake like THAT again, and to guide the balloon away from the candle. Plus, he didn't see any other options for getting up that gargantuan bed frame.

Walking back into the bedroom, Hat Kid re-positioned herself under the key, this time directing the balloon to float up and away from the candle. It worked, as it got the key to budge again, but it still wouldn't fall. Neither of them could reach the balloon either, so they had to go back for another one.

As they entered the nursery to grab the last balloon, there was a loud _CRASH_ that made the two of them jump up in fright, as it was accompanied by a masculine scream. As they turned around expecting to see the Queen's murderous figure, they were relieved to see that they hadn't been found. However, there was something just as unsettling staring back at them.

"P-P-Peter? Was that here before?" stuttered Hat Kid as she pointed at the offending object.

Where there was once an empty picture, there was now a portrait, and not just any portrait. It was a picture of Hat Kid, minus the hat. Brown ponytail with locks on each side, fair complexion, everything about the portrait made it seemed as if it had made a complete self portrait of the little girl, with one glaring exception. Instead of her adorable baby blue eyes and contagious smile, the portrait looked as if it was painted in blood as the girl in the picture had a red mouth extending far too wide to be normal. The eyes were also a beady red as if they were staring into their souls. But the most unsettling part was that it had the tear drop shape of Spider-Man's eye lenses but painted more aggressively. This way, it turned his classic eye lenses into something that resembled Carnage's eyes.

"Nope, and neither are we," Spidey said as he opened the door to the bedroom. He stopped dead though as he saw the receding back of Queen Vanessa heading into the hallway. Once she was completely through, they crept in to retrieve the key, only to realize...

"She took the key!" Hat Kid threw her hands to the side of her hat as she knew they had to somehow steal it from her.\

"Wait, do you hear that?" asked Spider-Man. Listening closer, it sounded like plumbing was running. Realizing they hadn't checked the bathroom yet, the two of them dreaded what was about to come, but they decided it would be best to follow her into the bathroom, no matter how gross or dangerous it sounded.

Before leaving the bedroom though, they caught sight of the Mafia man from before. He now stood frozen in ice, a look of terror paralyzed onto his face forever.

_I couldn't save him _regretted Spidey. He had promised they would all find a way out. He long accepted that he couldn't save everyone, but it still hurt to know that he could have done at least tried something to save his life.

"Come on, we gotta get the key," tugged Hat Kid.

"Right, right." Spidey sighed.

Creeping down the hallway, the two of them stopped at the one room they hadn't entered yet. The hot water mist was coming out of the door, and they could here the deranged Queen singing in the shower.

"Is she really taking a bath while there's strangers in her house?" Spidey rhetorically asked.

Pulling the door back, Hat Kid and Spidey wiggled their way in to make as little noise as possible. The bathroom was unremarkable, just the basic shower, toilet, and sink. Oh, and the usual blood writing that stated "My prince is gone," that came standard with any bathroom mirror.

Looking across from the entrance on top of the toilet, the two trespassers spied their prize. The key was laying on top of the towel, just within 10 feet. But that also meant they had to cross over to the other side without getting caught. Reluctantly, Hat Kid started sneaking her way over to the key despite Spider-Man's protest. As she was halfway there, a lightning bolt struck, illuminating the Queen's dark shape and murderous eyes. She quickly scuttled back on her butt to the limited safety of the door.

Expecting a scolding from the superhero, he instead told her, "Stay low," as he walked forward. Confused, she watched as Spider-Man disappeared from view after tapping something on his waist. _Oh right, we made a stealth mode _Hat Kid recalled.

Spidey took a few seconds to make sure he wasn't seen. After getting no reaction from standing in front of the shower, he walked with muffled steps as he reached the toilet across from them. Before grabbing the key, he made one last check to make sure that his escape was still clear. He was confused as to why Hat Kid was staring horrified at him, until when he gave a thumbs up assuring he was okay. Then it hit him that _he could see his hand. _

_My stealth mode ran out of power _he realized with dread. Fearfully, he looked toward the shower, and Queen Vanessa was looking right back with those hateful red eyes.

**"I always wanted to add a spider to my collection!"** giggled the Queen. Then with a horrific howl, she charged the hero as he scrambled to avoid her demonic claws.

Hat Kid yelled as she hurried into the hallway, trying to find something to block the door with. Finding a small dresser, she used her alien strength to lift it up over her head.

"Seal the door!" yelled Spider-Man as he came diving out of the bathroom with the key. He quickly kicked the door shut and stepped back as Hat Kid lodged the dresser into the doorway. There were banging sounds as the Queen tried to break down the barrier.

"We don't have long. Come on, we need to get to the attic!" The two trespassers quickly ran to the end of the hall and inserted the key. When the chain lock fell off, they hurried inside and shut the door behind them. Using the main door locks to keep it shut, they hurried upwards as they arrived in a small attic. There was a chandelier hanging above them, and they could just make out the green markings of Dweller objects. There was also a window that they could use as an escape route once they found whatever they needed, which just so happened to possibly be right in front of them.

"This woman needs something safer to store her valuables," commented Spider-Man. Then again, who would try to rob this creepy hag? "Come on, I'm betting your Hat magic is already going off towards that chest."

Nodding in confirmation, Hat Kid walked up to the chest and popped its top off. Sure enough, there was their prize. The time piece rose into the air as it floated into Hat Kid's grasp, filling her with a warm sense of relief despite everything.

"Great going kid, now let's blow this icicle stand," Spidey said with relief. The buzzing of his Spider-Sense and Hattie stammering, "S-S-Spidey, behind you!" shattered that relief.

**"Did you truly think you could escape me by locking me in my bathroom?" **roared Queen Vanessa. Instantly, Spidey got into his fighting stance as the Mad Queen bellowed, "**I will enjoy adding you both to my collection!"** not even trying to hide her fury anymore. The Queen rushed the arachnid with her claws who skillfully dodged out of harms way each time, bouncing off of every available surface that wasn't made of ice.

Switching tactics, Vanessa started shooting blasts of ice magic at him to try to freeze him. Instead, he weaved and corkscrewed between each icicle as they came, eventually jumping forward and ramming the monarch with his side.

"It's about time someone gave you the cold shoulder," Spidey taunted the ice Queen. Enraging further, she was about to charge again before spotting the frightened Hat Kid holding the time piece.

**"Nobody steals from me! Give me back my prince's offering!"** she screamed as she rushed Hat Kid instead. The little explorer jumped out of her way as she barreled into the chest where she once stood. In mid air, she felt a tug on her cape as the Queen forcibly dragged her back to the floor. Her panic peaked, she screamed as she lost her grip on the time piece and was held under the woman's grasp.

Waiting for the inevitable slash, she was surprised as she heard Spider-Man in the back go, "Hey! Queen Lunacy! Don't you know about personal space?!" With that, he socked Vanessa in the jaw with his one hand as he held the time piece with the other. The Queen grunted in pain, but instead of lashing out at Hat Kid, she grabbed the time piece and entered a tug-of-war with the hero. The two pulled as they tried wrestling the time piece from the other's grip, oblivious to the cracks forming on the glass

"Stop! It's about to brea-" warned Hat Kid, but her warning fell on deaf ears. Suddenly, there was a slash of brilliant white, blinding Hat Kid as she looked away. When it faded, she looked back, and was shocked at the scene before her. Laying in a heap, both Spider-Man and Queen Vanessa had been knocked to opposite sides of the room.

Running up to her friend, she nudged his shoulder as she urged, "Peter? Peter? Please wake up!" Lifting his mask she saw his eyes had been closed. Fearing the worst, she quickly checked his pulse. It was there, thankfully, but it wasn't as strong as it should be. Picking her fallen friend up over her shoulder, Hat Kid jumped out the window, which had been shattered in the time explosion, as she hurried out of the manor and back to the broken bridge.

Meanwhile, the purple time rift swirled as the time stream started to unravel...


	21. Marvelous Memories

**Surprise! Extra chapter. If you're reading this right when it's posted, I posted the Queen Vanessa chapter behind this one in case you were wondering where it was.**

* * *

"Help! Help!" shouted Hat Kid as she carried an unconscious Spider-Man back to the beginning of the icy death trap. Her own body was starting to freeze as the biting winds had picked up since they had entered and night had set in.

Coming around the corner, she felt more safe as she saw Venom coming around the corner, the goopy alien asking **_"What on earth happened?!"_**

The hyperventilating child tried her best not to break down as she explained, "In the manor, there was this evil thing! We hid from it, but then Spidey got in a fight with it, and the time piece-".

Instead of offering any input, Venom clung his gooey essence to Hat Kid, startling the fellow alien. She was even more weirded out when she heard the symbiote's voice in the back of her head saying, _**You were not being coherent, so we lowered your stress hormones. If you do not wish to recall whatever happened, we can check the memories in your head with your permission.**_

Taken aback by the symbiote's straightforwardness, she simply replied with a mental nod as she allowed Venom to access her memories. The Klyntar proceeded to watch the memories of the scared little girl, hiding from the murderous Queen as she stalked them in her house, nearly being sliced to ribbons had it not been for the Peter's interference, and the shattering of the time piece as she woke up to find both combatants on the ground.

Remorsefully, Venom comforted, _**The horrors of which you had experienced should never be burdened on one so young. We apologize that we could not have helped, but us and Peter had disagreements on our condition.**_

"It's alright," the girl dismissed, too on edge to give a proper answer. She looked at Spider-Man's limp body and asked, "How are we going to move him?"

Descending off her body, Venom simply stated, "_**Leave that to us."**_ Then, he re-entered Spider-Man's body and reformed the symbiotic Unlimited suit. Standing the arachnid up, Venom explained through Peter's voice, "_**We did this when we had first bonded. We do not need the host to be conscious in order to subjugate their body. However, we have refrained from doing that as of late."**_

Accepting his explanation, Hat Kid recommended, "Well, we better go see Snatcher. He's going to want to know why Spidey can't take anymore contracts."

_**"But are we not hiding our existence from him?"**_

"I think he already knows," sighed the explorer. After all, spiders didn't have black tentacles last she checked. And so, using Spidey's body, Venom and Hat Kid swung to the tree where the spirit resided. Thankfully, he was sitting inside the stump reading a book.

**"Kiddos! You actually survived! Impressive, especially when that's where most of my contractors go missing. And you made it back without being turned into ice cubes, so good work!" **the shadow congratulated.

"Well, not exactly," Hat Kid said. She glanced at Venom, who left Spider-Man's body, allowing him to slump down onto the ground at Snatcher's tail.

**"Good peck kid, what happened to him?"** asked the Snatcher with confusion.

_**"He got in a fight with the creature in the manor over the time piece."**_ Venom bluntly stated.

Snatcher smirked a bit as he saw who he was talking to. **"So you're the one with that strange life force, aren't you? Figures that's why the kiddo switched to a better fashion sense. Well whatever! I'm not gonna complain about a bigger labor force!"**

Angirly, Venom retorted, **"_We are not your slaves! You failed to convey the dangers in your initial contract, demon."_**

Not enjoying being called out, Snatcher fired back, **"Hey! If you pesky little trespassers hadn't decided to invade my forest, we wouldn't be here right now. Now zip it sludge stain, before I show you things that'll make you wish you went in that manor too!"**

As Snatcher prepared some magic and Venom bared his fangs, Hat Kid stepped between them, pleading, "Please! I just want to rest. Snatcher, can we please stay here while Spider-Man gets better?" Until we finish all of our contracts?"

The shadow contemplated the idea, stroking the strange outcroppings on his neck in thought before saying, **"And why should I let you stay in MY tree? I've had contractors sleep in mud blankets and mushrooms."**

Seeing his more business orientated line of reasoning, Hat Kid convinced, "Well, none of them had super spider powers or were aliens. We were able to do your hardest chores! Would you want that to go to waste?"

Once again going into thought, Snatcher sighed as he relented, **"Alright kid, you rest your case. You, the living oil spill, and bug boy can sleep in this tree for the night. BUT, once wakes up, it's eviction time."**

"Thank you!" Hat Kid cheered, though Venom still watched Snatcher with a wary look.

**"Yeah yeah, just make sure you get up in the morning, you still have a contract to fulfill." **And with that, the Snatcher disappeared into the floor as he searched for a new haunt while the contractors took his tree.

After the soul snatching demon had left, Hat Kid had taken whatever materials she could from the outside and made them into two leaf blankets with some symbiotic webbing. Soon, she had propped Spider-Man up on the chair that Snatcher sat in, while she made a spot to sleep in with mushroom pillows and a leaf blanket. Venom inhabited Spidey's body until he awoke in order to keep him alive.

"Venom?" the little adventurer asked before going to bed.

_**"Something on your mind, young one?" **_spoke the symbiote through Spider-Man.

"Do you think I could have done... better? To help Spidey when we were in the manor."

Venom took a deep sigh before replying, _**"We could always do better, but all beings make mistakes. We know this better than most, ever since we arrived on earth. But it is best not to dwell on them. You require rest."**_

"But it's my fault for not saving him! He's like this because of me!" cried Hat Kid as she sobbed in the blanket. "Do you think... he'll wake up again?"

The symbiote felt bad for the little girl, not just because of what he had seen in the manor, but her past as well. It should have been predicted that she would be carrying around some guilt.

_**"We will not lie to you, we am not sure. But Parker has survived nearly everything thrown at him, including me. He is nothing if not annoyingly durable, so have faith." **_instructed Venom. _**"And we know he would not want you blaming yourself when he was trying to keep you safe. He did what he thought was right."**_

Still sniffling, she gave a weak "Alright," before saying goodnight to Venom, who wished her well before they drifted off to sleep.

* * *

Waking up far earlier than her fellow alien and her spidery companion, Hat Kid gave a muffled yawn so as to not wake the merged being. Then carefully, she shuffled out of the tree and got up to go find Snatcher. On her way, she picked up some berries to eat for breakfast, hoping they weren't poisonous.

After some searching, she found the spirit farther along the Subcon Village path wearing a mail delivery hat of all things. Spying his little contractor, Snatcher greeted, **"Good Morning! Are you ready to complete your contractual obligations? Oh and speaking of, I'll be take this,"** as he propped off Hat Kid's hat to grab the manor contract underneath.

"Ready," Hat Kid replied with a tiny salute. Even through her emotional turmoil and soullessness, she still kept her adorable charm.

**"Alright! Now, no matter what you think, I'm not heartless! Every so often I sneak into mailboxes and steal letters. Then deliver them to my minions. That way it's almost like someone cares for them. But our last mailman has gone... POOF! You'll have to do."**

Surprised by his upbeat demeanor again, Hat Kid was even more taken aback when he added, **"And I've got a gift for the occasion! Although it requires a special kind of hat to use. I hope you've got it!"** Then with a snap of his fingers, a gift box appeared. Curious, Hattie opened it up, and was pleasantly surprised to find a scooter badge sitting inside! Holding it up with joy, it was slightly dampened when the Snatcher told her, **"This badge is only a rental. I need it back before you leave. Remember to put it on your Sprint Hat, or it does absolutely nothing! HAHAHA!"**

"Got it," she replied as she switched to her trusty Sprint Hat. Clipping the new badge on, she looked up to the Snatcher for further instruction.

**"All of the minions that are awaiting mail are holding up a sign that says, you guessed it, mail! Once you're done, come back here and clock out, get it?"**

Nodding her head, Hat Kid took off on her new hot rod as she bustled around the Subcon area. Every time she passed a minion, she yelled something along the lines of "Choo choo!" or "Special Delivery!" as she tossed each minion a package.

"Thanks newbie!" each of them yelled as she gave them a peace sign as she went along. Her routes took her all across the forest, from the Subcon Village path, to the fiery section of the forest, where she said hello to some fire spirits. She found some more landmarks, like a fenced off courtyard that screamed "STAY OUT" and another area where those cursed headless angels deceptively stood. She made sure to avoid those places like the plague. Overall, this was the first contract she could say without a doubt she had fun with, no moral complications or anything.

As she delivered the last package to the minion in the Village, Hat Kid stopped at the broken bridge and stared across. Every bone in her body screamed at her that she shouldn't go back, lest she suffer the same fate as Spider-Man or worse. The memories still felt as fresh as knife wounds in her mind.

But another side of her, one that rose above the primal instincts of fear and to higher reasoning knew that she couldn't turn her back. She had seen the purple time rift as they fled, and heaven knows what would happen if she didn't fix it. It was her responsibility as a guardian of Time to protect the time stream.

_With great power comes great responsibility_ Hat Kid told herself, Spider-Man's mantra giving her courage. _I know what I have to do Tim. _And with that, she took off her sprint hat and switched to her top hat as she braved the blizzard once again.

* * *

Meanwhile, in the tree, Venom had been out and about. Detaching from Spider-Man's body, he freely wandered around the area to explore a bit in his sludge form.

_**"Darn you Parker, **__**even years after our first separation your ideals still bring us nothing but trouble"**_ he angirly vented. Ever since Eddie had adopted the "Lethal Protector" trend and since Flash had taken them across the galaxy, Venom found himself always coming back to the human ideas of empathy and justice. He still did bad things sometimes, but now he felt remorse, guilt, and many other human emotions. All thanks to Peter's strong moral compass. While Venom brought forward the worst of Peter when they had bonded, Peter had in a way brought out the best in Venom.

He had even adopted a special connection to the little hatted child that Spider-Man now called company. There was something about her innocence that Venom wished to preserve any way he could.

_**If only my original host could see me now**_ the symbiote entertained to itself. His first host was the parallel opposite of Spider-Man, always looking to fight for the wrong reasons, whether to conquer or to kill. The symbiote had been exposed to the best and the worst the universe had to offer.

Turning its eyes back to Peter, he said,** "You better come back, we cannot learn to be more human without a human," **before turning forward again waiting for Hat Kid to return.

* * *

Hat Kid had returned to the broken fence at the edge of the haunting estate. After blowing off the ice walls from before, getting through the ice platforms was really not that hard. Of course, she would have felt much more confident if she had Spider-Man to help her again. But she couldn't rely on that now, not when she was already staring at the windows of the manor. Taking a deep breath, she charged forward once again towards the Queen's manor.

As she ran across the ice lake, she noticed that the window they had jumped out of had been sealed with wooden planks. _So much for the easy way _she sighed internally. Not wasting time and risking limbs by going to the front door, the explorer ran around back to the basement door again. Sure enough, there was another loud _BOOOOM! _as the doors burst open again. Gulping, she summoned the courage to step back into the manor as she heard the doors close behind her once again.

Walking back into the leaky cellar, she was once again disgusted by the cold water that was flooding the room. Walking to the door that lead upstairs, she cursed in her alien language to find the Queen had locked the door again This time, she wasn't sure there would be a key.

Giving it a shot though, Hat Kid entered the room that held all the beer kegs. She searched every nook and cranny she could find as her search came to no avail: no key in sight.

As Hat Kid leaned on a beer keg to collect her train of thought, she gave a surprised, "Oh!" when she actually moved the keg, causing her to fall down. Pulling herself up from the stinky water, she was intrigued by a hole that seemed to be hiding behind the keg. Looking into it, she realized this might have been a ventilation shaft. If she could wiggle her way through the shaft, she could potentially get up to the attic without alerting Queen Vanessa once!

"Okay, here goes," she said to herself. She then got on all fours and crawled into the vent hole, slowly making her way to what she thought was up.

* * *

Snatcher looked down at his watch. The kid's been out for nearly two hours now. Surely she had enough navigation skills to not get lost in this forest, didn't she? She's been up and down the path all day long.

**"I bet she stuck her nose someplace it doesn't belong again,"**commented the soul stealer. **"Seriously, do alien kids have even less brains than normal kids?"**

_**"Well they certainly have more heart than you."**_

Turning around, Snatcher was met with the wide white eyes of Venom occupying Spider-Man's body. **"Ah, the body snatcher! Tell me, is your host in there awake yet? I want my tree back."**

Venom gave an annoyed growl as he answered, _**"He is still incapacitated, and we are his only life support as of now. We came to look for the hatted child. She had contracts to do with you, so we had assumed you would know of her whereabouts."**_

_**"**_**Huh, so the hat brat didn't run back to you after finishing her chores. I was going to search there once 2:00 hit. She was due to clock out an hour ago."**

_**"Do you have any idea where she could be?"** _asked Venom with concern. The last thing he wanted was for her to get injured while Spider-Man was out, lest he be blamed for it by the arachnid or she becomes ill.

**"Hmmm, I last saw her take off that way towards the village. She's on a loud little moped, hard to miss." **he informed. With a nod, Venom took off swinging down the path, leaving Snatcher to once again contemplate her whereabouts.

**"Where are you, kiddo?"**

* * *

_PLOP!_

Hat Kid cringed at the sound of the impact, having hoped to make a stealthy entry. Instead, she dropped on her hands down to the floor, making wood creak as she got up and dusted herself off.

Luckily, Queen Vanessa hadn't stayed up here for long, otherwise her journey would be coming to an icy end. Turning around, Hat Kid eyed the purple rift she had left there earlier. It was now growing in size since the last time she had left it, growing more unstable my the second. Without a moments hesitation, she dove straight in, bracing herself for what was next as the brilliant white glow consumed her vision.

* * *

When she had landed in the rift, the first thing she noticed that she was standing at a tall building whose sign read: Empire State University. Seeing nowhere else to go in the purple void of the rift, Hat Kid walked up the stairs to enter the building. However, before she could even open the door, she noticed a storybook page laying on the ground. Picking it up, it was shown to be blank like all the others before. Pocketing it for later, Hattie pushed the door open.

Inside, she found herself in a big open space. Hallways opened in either direction leading to various departments like humanities, mathematics, and so forth. What intrigued her was that inside, there appeared to be no roof, and there were floating hunks of rock. On each rock, she read a sign that said 'Science Hall' and 'Experiments in radioactivity' and an arrow pointing upwards. Hopping on the first rock, she easily navigated her way up, picking up 3 rift pons as she went, until she stood on the last rock. Hopping down and onto the 5th floor, the signs saying 'Science Hall' continued down. As she walked further down, two double doors lay open to her and she stepped inside.

What lay before her was a strange contraption, looking almost like a gun. It seemed that this was the radioactivity experiment that the signs were talking about. In the middle of the gun's line of fire stood another story book page, and in the back corner of the large room lay a cauldron she could use to advance.

"Already?" Hat Kid wondered out loud. Usually purple time rifts provided more of a challenge, but she wasn't one to complain about an easy job. She grabbed the storybook page and walked up to the cauldron, pleasantly surprised the trip up to the science hall had given her enough to advance. Making sure she didn't miss any pages or pons, she hopped into the cauldron and proceeded further in.

This time, the rift spit Hat Kid out onto the top of a roof. Looking around, these rooftops were the only platforms that could be seen at the moment, so she decided it was best for her to just continue down the directed path. She stumbled onto more rift pons as she continued along, jumping as effortlessly across as back in Mafia town. Along the way, she spied a few establishments like Joe's Pizza, Nelson and Murdock's law firm, and a far off skyscraper that read Stark Industries.

_Where have I heard of these before?_ wondered Hat Kid as she proceeded onwards through the rift. Aside from picking up rift pons and the occasional story page, she didn't find any kind of unique challenge about this rift, at least so far.

Coming to a stop at a crushed metal pipe, she realized that the buildings stopped here and instead descended into busy traffic. Looking a little higher, Hat Kid saw some hook shots lining the top of the street, which she guessed were put there on purpose.

Taking out and equipping her hookshot badge, the little alien aimed the umbrella at the hookshot before firing. Better to be safe than street pizza after all. Once she was sure she was locked in, Hat Kid swung across the hookshots as they kept getting lower. Finally, after 6 swings, she had descended safely to the sidewalk and ungrappled, landing on a rift pon as she continued on her way. After a bit of walking, she found that the building and the sidewalk ended. Where it did, a lone building had its doors open, signaling that it was where she should go.

As she entered into a brick hallway, she saw various posters on the wall all saying something along the lines of, '$100 to any man who can stay in the ring for three minutes with CRUSHER HOGAN!'

When she had reached the need of the hallway, Hat Kid found herself in a big stadium with a fighting ring in the middle. In the bleachers, she could see the glow of another storybook page and a rift pon. Walking up to the bleachers, she grabbed both before walking back down into the ring where a cauldron was sitting. Inserting the appropriate amount of rift pons, she jumped in once again.

* * *

**"Kid? No more of this hiding nonsense, where the heck are you?" **called Snatcher as he floated through the section of the firelands. It had been nearly _6 hours_ since the kid had last taken off, and he was starting to get sick of waiting. He had agreed to help Venom find her if only to get the stinking contract over with. It still baffled him how the easiest contract turned out to be the one that was taking the longest.

_**"Have you made any progress?" **_asked Venom as he came swinging in.

**"Nada. There's no way the hat brat could have gotten out of the forest with that contract still hanging over her head. But I've checked almost everywhere she could have been," **the spirit replied.

Venom started to lose his cool. He was getting anxious now. He needed to find the girl and soon. Night would fall soon, and it has been proven that Snatcher wasn't the only threat in this forest.

"Boss! Boss!" cried a Subconite as he came speeding in, exhaustion present in his voice.

**"What is it minion?" **asked the soul stealer.

"The newbie! She went back into the manor! I've been watching it like you said, and I saw her go in the basement. She hasn't come out!"

**"WHAT!?" **roared both Snatcher and Venom, hurting the minion's hearing. **"Why on earth would she want to go back there? Did she not see the statues. And why did you not report to me earlier?"**

"Sorry boss, the blizzard's been acting up ever since the two newbies broke into Vanessa's house. I was lost for a while. But one of those time rift thingies from your books was floating around the last time they were there."

_**"Curses,"**_ muttered Venom. He should have known she would be going back there next chance she got to repair that time rift. If only he had anticipated it sooner...

**"Well sludge stain, I don't know about you, but I refuse to lose another contractor to that witch. Especially one that's keeping the fabric of time from ripping my forest into oblivion. You coming or no?" **the Snatcher offered.

_**"Gladly**_," the symbiote replied. With luck, this would be his chance to bury whoever was responsible for putting his host in a coma.

* * *

As she exited the elevator, Hat Kid looked at the flyer she had. She couldn't believe that it had literally taken a poster reading 'The Amazing Spider-Man" for her to figure out that this time rift was based on Spidey.

She had plopped into the middle of a recording studio where there were cameras all pointed at a brick wall. When she went behind the wall, she found another story page, but more importantly, she saw a poster advertising her arachnid companion on live television.

"Peter sure has a good life," she had said to herself. A job as a superhero AND an icon for television? It seemed like Spidey had all the luck in the world. It was almost like her life before what happened on her planet.

Shaking her head clear of the memories, Hat Kid had continued through the building before spotting an elevator. Assuming it was left wide open for her, she entered and punched in the ground floor.

Now that she had exited the elevator, the entrance to the building lay open to her and she stepped outside, expecting another city block. Instead, there was only a narrow path forwards. The path led up to a modest two story home with yellow police tape all around. The little explorer was even more taken aback when she saw blood on the street.

Worried about the sudden shift in atmosphere, she hesitantly opened the door to the house. In the living room, she found a cauldron for her to jump into. However, as she counted her rift pons, she found she was one short. Running back outside, Hat Kid saw the familiar glow of a rift pon on the top floor. Wall running up to the window sill, she grabbed on and pulled herself up. What she found was a lot more than she expected to see.

Drawings on the walls detailing different costume ideas, a chemistry set with fully armed web shooters, and most importantly, a red and blue costume that matched the mask with triangular tear drop lenses. This was Peter's room and the birth place of Spider-Man, no doubt about it.

_But if this is Peter's house, what happened out there?_ wondered Hat Kid as she jumped back out the window sill with the rift pon. Going back to the cauldron, she inserted the pons, allowing the hatch to open and she slipped in.

Arriving in the next level, she was yet again put on a rooftop. This time though, the buildings were waaaaay higher and there were waaaay more hookshots. She couldn't even see where they ended from the top of her roof. Taking out her umbrella to swing, she grappled onto the first hook and started swinging.

While she was swinging through the city, she noticed that the hookshots were all placed at different levels, to the point where she can go from swinging right above the street to nearly crashing into the top floor of a building. It felt much sloppier than any set of hookshots she had swung across.

Finally, her swinging journey came to a close as she approached an old warehouse. It was dark save for the multitude of police cars outside, and if it weren't for the moon, she would never have be able to see inside. She walked past the fence and into the warehouse, but it was immediately blocked after by a wooden crate. Using her brewing hat, she broke the crate open with a potion and continued onward. In the corners, she spied a story page, which she grabbed before going up.

There were no stairs that weren't locked behind doors, so she had to get crafty. Using the cargo containers as platforms, Hat Kid hopped between them as she tried to get to the second level. There were also some dweller platforms outlined, so she used those to her advantage as she clambered up to the second level.

When she had made it up to the top of the building, she noticed that now a police chopper was pointing a spotlight through a broken window on the other side. Stepping into the light, she was surprised to find that the shadow she created was not a shape of her and her hat, but was shaped like the spider on Spider-Man's original costume.

Down below, she could see the cauldron wide open, but the only way in was to jump from the window. Taking a running start, she used her first jump to get her close to the cauldron before using the double jump to readjust her position. She corrected her momentum and went speeding down to the final level.

When the time rift spit Hat Kid out again, she found herself at the end as the now repaired time piece swirled in the rift casing. But she didn't care about that right now. Right now, she was amazed at the void of the time rift. Instead of the usual purple void of space, the rift was now filled with a brilliant golden color as a massive web stretched in all directions. Contained in each web, one of Spider-Man's many memories or counterparts in both their superhero lives and their personal ones.

Hat Kid couldn't believe everything she was seeing. It was one thing to hear about Spidey's adventures and trials from him, it was a completely different experience to actually witness them. In one, she could see tons of Spidey's counterparts and himself in what he had called the 'Spider-Verse' event. In another, Peter was seen taking a girl with red hair out to a pizza parlor, the woman Hattie could only assume was Mary Jane. In yet another, she saw him and 3 other Spider-Men battle that fish bowl guy they had beaten in Dead Bird Studios to save all of reality.

Yet for every good memory Peter had told her about, she saw just as many bad memories he had never mentioned. One memory had Spider-Man screaming at a man dressed in green as he held a blond woman in his arms. Another showed what could only be described as an 'Anti-Venom' driving its tendrils into Spider-Man's body, no doubt causing him no small amount of agony. One even showed him being carried by a man in a blue spider suit, where he appeared to be on the brink of death.

It was all so much for Hat Kid to absorb. Turning away from the golden display, Hat Kid found one more storybook page lay on the ground. Instead of saving it for bedtime stories like she usually did with purple time rift books nowadays, she pulled out all the pages she had collected on her journey through Spider-Man's rift. Then, she took the last piece and put it all together, causing the pages to glow.. She had to drop the book to shield her eyes.

When the glow had ceased, Hat Kid looked down, and where there had once been a few piles of paper, now laid a comic book titled "An Amazing Fantasy". Picking up the comic, she saw the cover contained Spider-Man holding a man under his arm while web swinging as his text bubble said, "Thought the world may mock Peter Parker, the timid teenager, it will soon marvel at the awesome might of Spider-Man!"

While there was still a time rift to be fixed, this part seemed amazingly calm for a purple rift. Not to mention time worked differently in the rifts than in the real world. Seeing nothing wrong with staying a little longer, Hat Kid sat down and started to read the intriguing comic.

And so she read. Every single page she analyzed down to the smallest details. She learned everything, like how Peter had once been the nerd of his entire school, and how poorly he was treated by his peers. How kind and wise his Uncle Ben and Aunt May were. The creation of the famous costume and the invention of the web shooters. She even got to see the true birth of Spider-Man, where that weird radiation gun thing had zapped the spider that gave Peter his powers, and how he adapted to them.

She had expected Peter to be as selfless as his modern day self throughout, but she actually found him to be quite shallow at first. Looking out for only himself, he only used his powers to make a quick buck before. He had snapped at his Uncle when he was dropped off at the wrestling match when she saw him recite the famous 'With great power, there must also come great responsibility' quote, though he apologized later on. The young man proved how little he cared about anyone but himself as he even let a burglar get away without so much as a fight! This seemed to really tick Hat Kid off. How could the person she had come to trust so much be so self-centered?

As she read on though, she started to understand how the Spider-Man of the present came to be. As Peter came home from showbiz as Spidey one day, Hattie learned that Uncle Ben had been shot, shocking the little girl. _So that's why there were police cars in front of his house _realized the little girl.

She saw the enraged teenager web swinging down the street, determined not to let the killer get away with this. She read where Spidey had finally caught up to the burglar, and was just as appalled as he was when they both recognized him as the man that Peter had let get away. For a split second, Hattie thought that Spidey was going to kill him for what he had done, but was utterly surprised to find that he only threw the man responsible for taking away his father figure down on a web cocoon.

She couldn't help but feel extremely sad for Spider-Man as he lamented his failure, blaming himself for what had happened to his beloved uncle, as his lean, silent figure faded into the now understood how "With great power, there must also come great responsibility."

As she closed the book, Hat Kid was flabbergasted at everything. Of all the things that Spidey had ever shared about his adventures, he had always beat around the bush whenever it came to why he started being a superhero. Now she understood, and she now she had some questions to ask the web slinger whenever he woke up, it he'd allow it.

Closing the comic and taking one last look at the golden space, she started smacking the rift casing repeatedly until it finally broke. Picking up the time piece, she was greeted with another flash of light as she was ported back to the real world.

* * *

Back in the real world, Hat Kid plopped on her butt as she landed with the time piece in hand. She was about to put on her dweller mask to make her exit from the shafts, but stopped as she felt the all too familiar aura of the insanity behind her. Turning around, sure enough, Queen Vanessa was standing behind her, and she gave an awkward, "Hi?"

**"You dare enter my home again! You will suffer, child!" **erupted the cursed Queen.

**"She will, but under MY TERMS AND CONDITIONS!" **roared another voice, before a blast of magic burst through the blocked window, sending Vanessa tumbling back down the staircase.

**"Hurry up oil spill! I don't wanna be here any longer than we have to!"** Snatcher ordered.

"Oh suck it up, New York blizzards are WAY worse than this," came another familiar voice. On cue, Spider-Man, without Venom speaking through him, flew into the room and picked the little girl up. "Kid, we have GOT to set some boundaries on the hide and seek areas."

"Spidey!" Hat Kid squealed as she hugged her friend, who patted her back as he gasped for air.

"Kid, I know I've been out for a while, but can you not add crushed ribs to the pile of injuries while we're here?"

"Sorry," she apologized sheepishly. "Can we talk alone later though? I wanted to ask you stuff."

"Sure thing, just not right now. We're kind of in the middle of something," the superhero replied.

**"AHEM! I know this is very touching and all, but can you save it for AFTER we leave the frozen hellscape?" **Snatcher interrupted.

"Good idea," Spidey commented before spinning a symbiotic web and swinging away, the soul stealer following suit.

**"Come back my prince! COME BACK!" **screamed Queen Vanessa, whose fury heightened the blizzard ten fold. It didn't matter though, as Spider-Man and the others were all long gone. by the time she had regained her senses.

"Hey, thanks kid. I don't know if I ever would've woken up if you didn't fix that rift. Good job back there," Spidey said as they swung back. He then turned his words inward as he thought, _And thanks for keeping me alive while I was out. Maybe there's something different about you after all_

**_Finally you understand _**Venom sarcastically sighed, though he was glad that Spidey was starting to see the good in him.

"It's what you would've done," Hat Kid replied proudly, simply happy to have her brother back.

* * *

**I'm not the best when it comes to platforming once again, but I hope the rest of this chapter was a good read for all of you! And to all of you other fellow Marvel nerds out there, hope you caught the references!**


	22. A Hat's Past

**Surprise! I'm not dead, just lazy lol. Sorry to keep you all waiting, I've had some uni stuff to take care of so it's been taking a lot of my time. But anyways, here is the next chapter. Sorry for the wait!**

**To Hope you're okay (Guest), Yes I'm okay, thank you for the concern. Just lazy lol**

**To RCRC36, thank you very much. Trust me this story will be seen through to the end**

**To smallroo, thank you! I'm glad that my story has been such a hit with you. I really try to nail the personalities of the characters, bc if the characters are OOC, are they really even the same character?And yes, you wouldn't be the only one protesting lol**

**To Dinogeoff022, yes, Snatcher is gonna get it pretty soon, although I tried to make him less douchey than canon while remaining true to character. He's still gonna catch these webs though. Then yes, the studio will be back soon.**

**To SunsetScrewball, welcome to the AHiT fan club haha, glad you enjoyed the game as much as the rest of us have. And thank you, I tried my best to create that creepy atmosphere which was a bit hard to do. I won't be adding the DLC's in this story so just the main 4, but I do have plans for them in the future**

* * *

All 3 members of the group arrived back at the tree before Snatcher, who excused himself to go haunt some poor soul that had triggered his trap. Once they had arrived, Spidey and Venom sensed something was amiss with Hat Kid. Ever since they left the manor the second time, it felt as if she was holding back on telling them something.

"Everything nifty Hattie? I'm alright now, and I've had Saturday morning naps that lasted longer than that 'coma' Symbie said I had. Why do you still seem so down?" asked the web slinger.

Hat Kid twiddled her thumbs a little before finally responding, "Can I talk to you? Alone?"

The request slightly surprised Spidey. "Yeah, sure. Where do you want to talk?"

"Well, I was thinking at the top of this tree. I never went to the top, but the view seems pretty. And no one goes up there."

The web head nodded as he said, "Top branch it is." He then turned his voice inwards as he asked, "Hey, you've eaten enough of my brain cells that you can stay down here for a little while?"

_**Tchh, don't make it sound so uncivilized **_the symbiote retorted, but he agreed to separate from his original host for a little while.

Once Spidey was back in the red and blue, Hat Kid grabbed him by the hand and pulled him along. Together, they made their way up the tree, jumping on mushrooms of all sizes and landing on the giant tree branches. It was almost like the tree had grown a path for them to take.

There was one time where Hat Kid nearly flew off the edge thanks to over-jumping, but Spider-Man caught her with his webbing and hoisted her up, though that left him down to one regular cartridge per shooter.

Once reaching the top, the two contractors took a moment to take in the view from the top of the bioluminescent tree. Up above, they could see all Subcon Forest through through some fierce winds. In the distance, they could see the regular purple Subcon gloom, though the bio luminescence helped grant a serene look to it. To their left, they saw the icy confines of Queen Vanessa's domain, a castle of ice standing in the distance. Finally, to their right, they saw the burning section of the forest glowing through the dark, its flames never to be extinguished. Directly above them, the moon glowed brightly, illuminating the world around them.

"Even city dwellers like me can appreciate a good landscape view. And this is just... wow," admired Spider-Man as he soaked in the scene. Hat Kid was surprised too, having expected the view to be much less appealing knowing Subcon. She was glad to be wrong.

"Now then, penny for your thoughts?" asked the arachnid.

"Well... it's... I don't know if I should say..."

"It's fine, but whatever we talk about here, stays here. Spider's honor," Spidey empathized. Though he would have to tell Venom not to get snoopy later.

"It's just... you know when you broke the time piece and fell asleep?" Hat Kid relented.

"Yeah, how can I forget? Old man Symbie down there wouldn't stop nagging me once I woke up."

"Well, what happened is you created a purple time rift. I fixed it, but you remember what purple time rifts do, right?"

The realization hit the wall crawler like a truck as he said in a more sullen voice, "Oh, yeah." Taking a seat at the edge of the mushroom tree, he was accompanied by Hat Kid shortly.

"Why didn't you ever talk about how you became Spider-Man before?" asked the hatted child plainly.

Spidey took a few moments of silence to form an answer. Finally, after mulling the answer over, he replied, "Because being Spider-Man is my responsibility. I messed up that night, and I promised I'd never turn my back to people who needed me again. No more Uncle Ben's will happen as long as I'm around."

He then looked her directly in the eye as he retracted his mask, stating, "As for why I never told you, some people see Spider-Man as an icon. People like to imagine that us superheroes are living the best life, with all these crazy powers. Reality is, we're still human, and we mess up just as often as the people who look up to us." He took a breath as he continued his explanation. "I wear the mask to keep the Spider separated from the Man. And ever since we met, I wanted the Spider to distract you from the problems of the Man. Because Peter Parker tends to be bad news."

Hat Kid contemplated his words, and the more she thought about it, she began to understand. What Peter had told her about his adventures had been the iconic side of Spider-Man. The story she had experienced in the rift was the man behind the legend, yet he tried so hard to separate the two.

"Maybe its time for the Spider and the Man to become whole then," she simply replied. She held his hand to comfort him after his revelations.

Peter gave a wistful smile as he stared off into the burning horizon. "Yeah, if only it were that easy." Turning back to his young companion, he turned serious again. "Now I have some questions for you, if you don't mind answering them."

"Ok, what is it?"

Spidey chose his words very carefully in his head as he told her, "When we first met, you had this undertone of guilt and sadness that I couldn't pin down. I didn't ask at the time, but I want to know... What's hurting you Hattie?"

There was a long moment of silence, and Peter started to feel awkward as she didn't respond back. Sliding his mask back on, he prepared to apologize and take them back down, saying, "I'm sorry kid, maybe that was a bit too much to ask. If you want we ca-"

"Luna," the little alien said

"Huh?"

"It's my real name. I was born on a full moon. Kind of like this one." Hat Kid giggled as she recalled fond memories. "Mommy and Daddy said it was pretty like me."

Sitting back down on the mushroom tree, Spidey looked up to the sky at the moon shining bright upon them. "Pretty name," he commented. Relaxing back into a criss cross, he said, "Well then Luna, what's you story?"

Luna took a deep breath as she prepared her response. "My home used to be called Chronos. It was really big, and it had these really pretty seas and mountains. We always tried to keep it in good shape whenever my people built cities and towns."

She then spread her arms out wide, saying, "And they were really big cities! There were buildings that were built into the sides of giant trees, and temples floating in the clouds! And in the middle of everything, the Time Core helped to build our world up and to keep peace, while also fulfilling our ancient duty as protectors and wielders of time and Chronal Energy."

"Hmm, sounds a lot like a comic I read once. They wouldn't happen to get matching green uniforms made of chronal energy, do they?" joked the web slinger

Luna chuckled as she answered, "Does this look green to you?"

Piecing together her statement and hint, Spidey looked at her in amazement. "Seriously? You're part of the Time Core? At like 10 years old? I can barely call you a tween!"

"Hehe, well kind of. My parents were Time Keepers, one of the most important and powerful positions in the Core. They were really strong with using chronal energy, and that means I am too! Sometimes..." she said. "They liked to teach me about the Core, and they helped me develop my magic and chronal control younger than any Time Core member ever. And they were always good to me. And then there was Mr. Timmy! He was the CEO of Time, and he and I liked to play whenever my parents weren't around. He's like a second daddy to me, and he taught me a lot about my hats!" reminisced Luna

* * *

_"I don't know Mr. Timmy, shouldn't I wait until I'm older to do this?"_

_"Nonsense Luna! Or should I say, Hat Kid!" a jovial voice encouraged._

_Luna was nervous as she stitched together the threads of a purple top hat. She was just about to finish sewing on the yellow sash and finish her creation. _

_"I made my two watches here when I was just two years older than you. Bonnie made her magic bow earlier this month, and she's only a year older than you. Time magic ironically doesn't care about age, just as long as you have the spirit. And who better than the talented daughter of my best Time Keepers?" cheered the three-eyed CEO of Time._

_Luna couldn't help but smile at the encouragement she was receiving. Mr. Timmy was adamant about this little experiment, and she was happy to see that she was making him proud. "Aaaand, done!" she announced as she finished with the final thread. Holding up her creation, she looked to Tim to see his verdict. The smile told all, and he gave her applause for her creation._

_"I've never seen a Time Conduit quite as... _Classy _as that. Seems someone has an eye for fashion, don't you Hat Kid?. Come on. Let's go show your parents," the CEO of Time said as he held out his hand_

_"Yeah!" Hat Kid cheered as she took his hand and walked with him, eager to show her parents and her friends what she had made._

* * *

Peter nodded as he listened to the little girl speak. "So you made that hat all by yourself? I've got a fashionista named Mary Jane that you should meet," he joked, eliciting a chuckle from Hat Kid. "Tim sounds like a great man. The way you talk about him, it reminds me of Uncle Ben."

"Yeah, he was," Luna smiled sadly. Knowing that the question was biting at the back of her friend's mind, she continued on. "For a long time, my parents and Mr. Timmy helped keep the flow of time safe and secure. We were all happy. But then, he came back..." she shuddered.

"He?" Spider-Man did not like the sound of that. The way that she said that last part was a poor attempt to hide the emotional trauma that whoever she was talking about had inflicted. "Mind clarifying?" Clearly she didn't, but this was the only time he would get the answers he wanted. He just had to make sure not to push her.

Luna's little frame trembled as she spoke next. "Walker Malius," she whispered. "From what Mr. Timmy used to say, Walker was the next person to become CEO of Time. He was really smart, but he got too obsessed with making alterations in the timeline than with maintaining it. He was thrown out when he erased the evolution of an entire species," she revealed. Her face scrunched up to one of annoyance as she also added, "His magic conduits were creepy black cloaks. I didn't really like him," she admitted

"I've had my fair share of Walkers who liked to play God. They also never know how to dress either" Spider-Man said in an attempt to lighten the mood.

Continuing with her story, Luna's face became even more downtrodden. "I just got back from my final spaceship licensing test. Daddy and Mommy got some ice cream to celebrate when they got a call from Mr. Timmy..."

* * *

_"This is really good ice cream Daddy!" Luna said between licks as her lip was now covered in brown._

_"Ah, anything for my spacefaring little girl," her father said as his large hands pinched her cheeks. Her mother smiled at the display as she licked her own frozen treat. Suddenly, her work watch rang, and she saw that it was an urgent alert._

_"Honey, it's Tim. We need to go, now," she urged. Looking down at her daughter, she stroked her brown hair as she said, "I'm sorry sweetie, we have to leave, it's really important. We'll finish celebrating at the house with Bow's family and Mr. Timmy and his nephew."_

_"Okay Mommy, I'll meet you at the house," the little girl agreed. _

_"We'll be back soon my little Hat Kid!" called her mother over her shoulder as she and her father ran to the clock tower that housed the Time Core._

_Hat Kid walked another block before a loud BOOM caught her attention. Whipping around, she saw that the clock tower where she had made so many memories was in shambles. On the side of the building, she saw smoke and fire coming from the top floor. Where Mr. Timmy and her parents worked..._

_"Mommy! Daddy!" she cried, and she took off as quickly as her little feet could carry her while everyone around her fled for their lives._

_Arriving at the crumbling clock tower, Luna could see that fallen rubble had blocked the front door. Looking for an alternative way up, she spied that the rubble had created some elevations for her to climb on. Using her Junior Time Keeper training, she sprinted and executed a double jump up to a broken window. Manipulating gravity and diving forwards, the hatted child found herself in a control room. Already knowing where she was from her experience around the tower, she pushed open the door and found herself in the spaceship hangar. Looking to her left, she could see the emergency lift that lead straight to the CEO of Time's office. __Running and punching in the top floor, the hatted child formed nervous knots in her stomach as she prepared herself for what awaited her at the top._

_What she found at the top was traumatizing. In front of the glass doors of the lift, a cloaked Walker Malius stood with his back to her as his hands glowed a dark purple and black. All around him, Time Keepers, people that Luna considered as friends, lay either dead or dying, their bodies strewn across the room. The only ones left to oppose him were her parents and Mr. Timmy, who floated in the air and wielded a bright chrome energy. None of them looked in very good condition._

_"These are some of Chronos's finest? Honestly Tim, you should have some better standards for cannon fodder like them. Maybe they would still be alive. "_

_"Walker, you of all people should know that everyone here's sole duty is to protect the power of time from the likes of you. You don't know what the ramifications could possibly be." the CEO of Time panted._

_"Please, I prefer Voidwalker now. Only YOU don't know what the ramifications will be. I will have complete control of time and-" the villain monologued. Unbeknownst to Timmy, but very much to Luna's parents, the little girl had managed to slip under the desk that Voidwalker stood upon. Opening and scanning the secret compartment where Tim kept his key to the Time Pieces, she quickly tucked it into her pocket, hoping to keep it from the hands of the madman above her._

_She tried to creep back into the lift, beckoning her parents to come with her with pleading eyes, but she was stopped when she felt a malicious force grab her and pull her and the key away._

_"Thank you for opening that blasted compartment, "Hat Kid". Only someone this moron trusted could gain access to the one thing I needed. I'll be sure you don't feel a thing." Voidwalker evilly grinned._

_"Stay away from our daughter!" roared her father as he tried to swing at the cloaked man with a blade of chronal energy, which the cloaked man merely deflected._

_"Feisty are we? Let me rip that spirit out of you, by ripping out your daughter's!" And with that, Voidwalker's hand glowed even more as Hat Kid felt a suffocating feeling around her throat. She could only watch as her parents and Timmy looked to her in horror as she floated towards Voidwalker's hand. Floating to the nearby safe where all of the Time Pieces were being kept, Hat Kid knew that if he got his hands on them, it was over for everyone. Summoning what little strength she had and her fading consciousness, she did the only thing she could think of. She opened her mouth wide and clamped down on Voidwalker's middle finger._

_"Gah! I need that finger for cursing!" yelled the corrupted Time Keeper as he tried to shake her off. This allowed Timmy an opening to blast him with chronal energy, sending the man out of the clock tower._

_"I'll deal with him. You must leave, NOW!" shouted Timmy. Levitating off the floor, he opened the vault containing all the Time Pieces and teleported them all to a certain ship in the hangar. He then took one in his hand and took off in pursuit of his former colleague as Luna and her parents hurried into the elevator she had taken up there. Descending back into the ship hangar, Hattie's parents looked frantically around until their eyes landed on a large ship with a glass front. Hurrying their daughter along, Luna's father pulled out a key that allowed a ramp to descend ._

_"I-is this for me?" questioned the little girl._

_"Your father and I have planned for months to surprise you with this. We were going to show you at the house later today," smiled her mother sadly. Dropping the keys into her hands, she heart wrenchingly ordered, "Luna, you have to flee. If Malius gets his hands on all of the time pieces, our universe may unravel. I wish we could come with you, but we are bound to stay here and help Mr. Timmy."_

_Luna began shedding tears, hugging both of her parents as she sobbed, "But Mommy, Daddy, I don't want to leave you!"_

_Holding back tears themselves, her parents hugged their daughter as her father said, "We know Luna, but we need you to be strong. For the sake of the universe." Squeezing a little tighter, he whispered, "We love you, and will always be with you." He then broke the family hug and nudged Luna towards the entrance to the ship. "Now go! Before it's too late!" he commanded._

_Before Hat Kid could call back to her parents, they had already started sprinting out of the hangar when the body of Tim came crashing in, suit in taters with bruises covering his arms and face._

_Entering the hangar as well was Voidwalker, now holding what looked to be a corrupted time piece. "You know Tim, you really should've looked further past what that old geezer taught us. Maybe then, your employees wouldn't be lying at my feet." And with that statement, he drew power from the dark time piece, imposing its power on Luna's parents, the little girl only able to watch in horror as they shrieked out, the dark power washing over their being as they screaming in resistance._

_The screaming ceased moments later, and Luna was shocked to see her parent's faces, yet now, they looked like true shadows of their former selves. Their entire bodies were coated in a dark and menacing aura, similar to the power that Voidwalker had wielded in the top office. But it was their eyes, their lifeless red eyes, that told Luna that her parents were no more._

_"Become one with us Luna," her mother's sweet voice said, but the little girl knew there was no warmth to the phantom's voice. Instead, she gunned the engine on her ship, making a break for the open hangar doors. She was stopped however when dark chronal energy halted her ship, jolting her forward into the windshield. _

_Using her side mirrors, she could see Voidwalker straining to hold her in place. "Give up your Time Pieces, kid," he ordered, commanding those he had subjugated to come for her._

_"Give up kid," repeated the shadow people he had controlled. They were rushing towards the suspended ship, trying to climb up and reach the little girl inside._

_"This is it," shivered Hat Kid as she watched a shadow climb up her wind shield. Any second now, they would break through and take her, and she would join her parents in their enslavement to this maniac. She closed her eyes for the inevitable._

_ZZZT!_

_The sound of chronal energy alerted Hat Kid to the blast of energy erasing one of the subjugated from her windshield. Looking to her side, she saw Tim making a final stand as he fired madly at anything that moved._

_"GO!" he screamed as he charged at Voidwalker, breaking the villain's concentration and allowing Hat Kid to blast off._

_Once she had reached orbit, she turned back around to look at her home world from the rear window. She could see a few ships had the precognition to leave just in time, as the planet started to break at the seams with blinding chrome lights exuding from the surface._

_As she continued staring, the planet glowed a brilliant blue and white color, indicating a massive release of chronal energy, before exploding forth, swallowing most of the ships that had just breached orbit. Moments later, the light died down as where Chronos had once been, the void of space had filled in._

_"NOOOOO!" screamed the horrified child as she watched the world as she knew it end right before her eyes. Tim, her parents, Bow's family, they were all gone..._

_Paralyzed to the spot, Hat Kid sobbed uncontrollably as she stared at the empty space she once called home long after it had disappeared from the horizon._

* * *

"If I hadn't opened the key compartment, or if I was stronger with my chronal energy, maybe I wouldn't be wandering space looking for a home that's already gone," finished Luna. At this point, she couldn't hold it back anymore, and tears burst forth as she sobbed. She continued to sob even when Peter's arms pulled her into his chest. He too has known the pain of loss better than most, but he could never imagine losing his entire _planet._ When things like this happened, there were other people he could rely on to be his rock. Hat Kid had nobody left to turn to.

_That's what that map was for_ realized the arachnid, remembering the big screen in the main hall setting a course for home away from a big explosion. That explosion he realized was her real home, and the one she had set a course for was Galactus-knows-where.

"I'm so sorry Luna, I can't imagine the kind of weight that's got to carry," he said softly as he patted her back.

"I don't know what to do Peter, all my friends and family are gone. All because I couldn't protect the time pieces like I was supposed to," sniffled Hat Kid.

The superhero immediately turned her face to look her right in the eyes as he said,"What happened that day was unavoidable. If not you, Voidwalker would have used your mom and dad to get what he wanted. You did what you could, which was more than most people would have done under those circumstances."

He then began speaking from the heart as he continued, "You can't let what could have been done haunt you forever. Instead, learn from it. Even though I know I could've done more to stop Uncle Ben's murder, I don't let what could have been stop me from doing good now." He looked up to the moon in his reminiscence, saying, "I like to think that Uncle Ben is proud of me for doing good in his name. And I know that your real parents, not those _things,_ would be proud of what you've done to keep this universe safe."

At this point, Hat Kid had ceased her tears as she looked at the smiling face of her arachnid companion. "Besides, you still have family right here," Peter comforted as he stuck his thumb at his chest. Finally, the girl broke into a grand grin as she hugged her trans-multiversal brother tightly, the superhuman doing the same.

Out of sight from the two contractors, two large yellow eyes were piqued up in interest. **"Interesting," **Snatcher hummed to himself as he floated down to the base of his tree, unsure how to process all the information he had heard.

* * *

Once they had finished their heart-to-heart moment, Spidey and Hattie clambered their way back down the tree. At the bottom, Venom was waiting impatiently for them as he hissed, _**"It is about time you came back. Being part liquid does not provide very good insulation."**_

"Keep your undergarments on Tendril-Tongue, I'm coming. But unless the kid here says so, do NOT go through my recent memories, or I'll drop you off at the closest star." Spider-Man retorted. The symbiote indignantly chuffed, but agreed.

As the symbiote bonded with the web slinger again, Hat Kid sensed something with her hat. Nudging her dark companion, she pointed off into the burning forest.

"I think there's another time rift," she informed the symbiotic spider.

Spidey groaned, "Another one? Well, best to take care of it before it causes anymore problems around here."

Rushing off into the burning section of the forest, Hat Kid and Spidey made their way through the sweltering heat of the brightest part of Subcon, much to Venom's protest. Eventually, the magic hat led the two time keepers to a blue time rift atop some rusty pipes.

Examining the swirling blue mass, Venom grew curious as he asked in Spider-Man's head, **_What would this be?_**

_That my slimy friend is a time rift. Hope you're not hiding a secret stomach somewhere, because it's about to get trippy _the wall crawler replied. Right as he though it, Hat Kid touched the swirling blue mass, engulfing them all in the familiar blinding light.

* * *

The two and a half protectors of time stumbled out of the portal that marked their entry into the rift. After Venom's small rant about giving a warning next time, they took a moment to study the path that was ahead of them. The platforms before them were colored blue like usual, as well as new red ones. When Hat Kid curiously stuck the tip of her foot on a red platform, she was yanked backwards by a web line.

"What happened?" asked the little girl.

The superhero tapped his temple as he stated, "Spider-sense. Look."

Looking back, Hat Kid saw that the platform had fallen down into the endless blue pit. Gulping, she nodded her head in understanding.

"How about we sprint towards the next blue platform we see? As long as we're not too far ahead of each other, the platforms shouldn't give out under us," suggested Spidey. Hat Kid once again nodded as they gave a countdown. Once they reached 3, they ran across the first red platform before it gave out. They repeated this process across the rest of the blue and red platforming section, double jumping or web zipping as necessary to get across the longer stretches.

After clearing the last of the colored platforms, Hat Kid and Spider-Man reached the next section of the rift. Next on their plate, they found themselves faced with spinning gears on giant dowels. In order to get to each gear, they had to swing across a hookshot.

_**Just what is this place?**_ Venom asked his host.

Spidey mentally shrugged as he simply thought _Beats me, all I know is that for some reason, I'm feeling really zen right about now. Blue rifts tend to do that to you._

**_Yes, now that you mention it, this place does seem to have an almost trance-like calmness_**

Finishing their mental conversation, Spidey did another countdown as he and Hattie leapt across the giant gears. Though there was a misstep from a bad swing by Hat Kid, Spider-Man managed to catch her before she lost her balance. From there, the two sprinted across a rotating rectangle with edges, very much reminiscent to Spidey of an obstacle on _Wipeout!_

As they managed to get past the spinning rectangle, the two were now faced with spinning half circles connected via hookshots. Unlike the last obstacles, the pair tore through this section, having gotten back into the rhythm of completing Time Rift courses.

As they finished up their last swing to another safe platform, Spider-Man looked to the horizon where he saw a familiar glowing light.

"Alright, there's the Time Piece! Come on Hattie, let's wrap this u-"

The web slinger was surprised to find Hattie not by his side ready to finish the rift like he was expecting, but instead sitting on the side of the platform staring into the distance.

"Hey kid, what's wrong?" Peter asked worriedly as he retracted the symbiote mask.

"Oh, nothing's wrong, I just wanted to sit for a bit," reassured the little girl. "I just... wanted to think about home for a little." Looking to the clocktower in the murky blue distance and the Blue Whale passing by it, she explained to her concerned friend, "All of the blue time rifts are modeled after some place the current Time Keeper cares very much about. For me, the rifts are echoes of Argos."

Interest piqued, Venom pulled all of his attention to listening with Peter as the latter crouched down beside the little alien. "Argos? Is that where your parents worked?"

"No, but the Time Core did help build it. This was where I used to live before Mommy and Daddy became official Time Keepers. It was under my world's oceans, and every dawn and dusk, our sun would come out and set just like this." Smiling to herself, Hat Kid continued, "I used to sit outside together with my family and watch Mr. Blue Sky the whale pass over with his family. Looking back, I wish we got to go sit one more day and say goodbye to him." Seconds passed as Hat Kid stared down at her kicking feet before looking back up to Spider-Man. Finally, she pleaded him, "Would you sit with me? I want to pretend that I can rewind time. Just for a little."

Instead of responding, Peter simply lowered himself down on his bottom next to his little companion and put his arm around her, allowing her to rest her head. Together, they sat for a long while as they listened to the distant whale songs and the ethereal tune of a clock tower beneath the sea.

* * *

**I hope that this chapter wasn't tooooo bad. I wanted to make this more than a simple recap story featuring Spider-Man, so I hope that you all enjoyed it! I've seen a good few AHiT stories who had a similar concept to this, but they never expanded much on the idea. Shoutout to imagigamegirl though for being the first person to inspire me with the concept! Also, I hope everyone liked my integration of Tim. Moonjumper gets all the cut character love, but I gotta give the spotlight to the literal CEO of Time lol.**


	23. The Judicial System

**Alright everyone, this chapter is what I'm betting a lot of you have been waiting for. It's boss fight time. Enjoy!**

**To Dinogeoff022, I figured that one would be a bit of an emotional chapter. And now, I remedy it with what you've been waiting for the last few months haha**

**To guest, Thank you for the review and support! These kinds of reviews are why I keep writing as I am. I hope not to disappoint!**

* * *

In another flash of white light seen by no one, the two travelers appeared once again in the usual gloomy atmosphere of Subcon. Spider-Man's suit rippled as Venom reacted to the his first (or technically second) re-entry into normal time again.

"Well, that was hopefully the last rift that we'll be seeing around here. If I see another purple rift ever again, it'll be too soon," Spider-Man joked.

Hat Kid readjusted her hat with a smirk. She had enough of purple rifts too, but she was more than glad to spend a little while in the blue rifts with her arachnid companion. She had even grown comfortable enough to talk about her past with Venom, who expressed his sympathy to the little Time Keeper.

_**"We know what it is like to have your world lost to you. We were outcasts ourselves from our homeworld because we did not believe in total subjugation of our hosts," **_the symbiote empathized. He had known about the negative emotions when he had looked over her memories of the manor, but had not gotten more than fuzzy flashes of her old life.

_Ha! You were a loser on your planet too! _The Spider-Nerd had smugly retorted in his head, earning an internal hiss from Venom.

Now, after what seemed like a long time reminiscing and bonding in the rift with the two multiversal visitors, Hat Kid felt lighter, as if a huge weight had been lifted from her shoulders. Eagerly, she tugged the black suited Spider-Man by the arm as she reminded them, "I still have to get the last contract signed by Snatcher!" And with that, she equipped her sprint hat and raced off on her rental scooter.

"Ah, kids, " sighed Spidey as he shook his head and swung after her.

Arriving at Snatcher's tree, the duo stopped at the opening at the base as Hattie beckoned, "Snatcher? I got your badge! Where are you!" Recieving no response, she raised an eyebrow at Spider-Man, who merely shrugged in reply. Usually he would be in his tree by now reading a book. His daily haunts were finished considering the lack of traps on their way there.

Curious, Hat Kid entered the little abode to look for her ghostly frenemy, and was surprised to find instead of the shadow, she found a piece of parchment sitting on the armchair. Picking it up, she read "Hey Kiddos! We're almost done with our business. Come to the Subcon Arena and we'll arrange the contractual termination terms- Snatcher."

Spider-Man, having followed her in shortly after, pinched the bridge of his nose. "The last time we went to Subcon Arena, I had the rusty sewage smell stuck in my nose up till I konked out in the manor. You know he's not gonna let us go that easy, right?" he said.

Hat Kid grimly nodded. It was a shame, she was just starting to like Snatcher, in a weird frenemy kind of way. He was a soul stealing demon though, not exactly the best company to have around.

"Well, let's go breach a contract, shall we?" declared the arachnid.

The trip to the arena actually seemed more dreadful this time around. Yes, there wasn't rampant toilet magic bursting through the ground and villagers running in fear, but it was much easier to face down a possessed toilet rather than a soul stealing shadow. As the two swung across the gap separating the arena from the village, a familiar shine became visible.

"A Time piece!" piped Hat Kid as she jumped into the arena. The two contractors were about to grab the time piece by the handles when behind them, they heard a voice growl **"Wait up, kids."**

_Didn't need spider-sense to see that one coming_ groaned the superhero as he rolled his eyes under the symbiotic mask. Turning around, Hat Kid and Spider-Man were once again face to face with their spooky 'boss'.

**"Remember how the old contractor had his head pop off? It popped off the moment he stopped being useful to me. And guess who else just became obsolete?" **Snatcher menacingly hinted.

"Your exorcist?" jabbed Spider-Man.

**"You," **he growled with agitation. **"Now that that possessed outhouse isn't bothering me anymore, and all those contracts of yours are tidied away, I don't need you around." **Before Hat Kid could offer a retort, Snatcher added, "**Besides, you didn't think I would let you keep all these time pieces now, did you?"**

"That's against the law!" puffed Hat Kid at the two-timing spirit, to which he replied, **"I am the law! And the law says they fell in MY forest kid. They belong to ME!"**

In one swift motion, Hat Kid found herself without her namesake as she saw her beloved top hat (and by extension her other hats) quite literally snatched by the Snatcher.

"Hey! That's mine!" chuffed the little girl. Now it's sooooo on.

**"You'd think I'd make this fair? Have you learned nothing kiddo?" **laughed the evil ghost. His yellow smile turned sinister as the arena turned dark and he snarled, **"It's time you saw what I'm really capable of kids. Say goodbye to those little heads of yours!**"

In the next instant, the arena was filled with a blinding multicolored light. Snatcher had trapped them inside using his magic. The magical spirit wasted no time as he started conjuring magic pillars of energy right on top of Hat Kid. Caught off guard by the sudden change in setting, the little girl had no way of getting out of the way in time.

Thankfully, a certain precognitive arachnid didn't need sight to dodge. "Move!" the black suited superhero shouted as he web yanked his companion out of harm's way. It was all Hat Kid needed to get her legs snap back to reality.

The two contractors weaved between the pillars of energy, just barely grazing them as they did their best to stay mobile.

After the initial assault, Snatcher extended his stretchy arms to both sides of the arena. He summoned his minions towards him as they all started to flock to his hands.

"Sorry newbies, just following orders," one minion apologized as he nearly smashed into Spider-Man's sternum. The combatants played a deadly game of hopscotch as the minions kept coming around.

When his back was turned to him, Spider-Man tried to swing kick Snatcher as he did with the toilet. That only ended with him bouncing off as if he'd hit a brick wall.

**"You're probably waiting for me to turn blue, aren't you?" **taunted the ghost. **"Sorry kiddos, blue doesn't suit me, and I guess that makes me invincible, huh? That's too bad, hahahaha!" **Adding insult to injury, the black ghost summoned viles of blue just to spite them as he started hurling them at his targets. **"****Let's try some of these!"**

_Damn, since when did the villains get so meta _Spidey wondered as he dodged more blue potions. It seemed like they were coming down a thousand a time, and it was getting harder and harder to stay ahead of them.

Miraculously, Spider-Man and Hat Kid had come out of the barrage unscathed, much to Snatcher's dismay. **"You're kind of rude, aren't you?" **he huffed at the two Time Protectors.

"The Friendly Neighborhood part doesn't apply to you," countered the webslinger.

**"Let me show you just how 'friendly' I can be." **With that, the pillars of magic returned alongside the spinning minions. Hat Kid, or Luna until her hat returned, almost tripped on a minion's head and fell into a beam of light, but a web line pulled her away.

Seeing that all of his attacks were failing, Snatcher tried a different approach. _**If brawn doesn't work, let's try getting to their brains**_ he reasoned.

Suddenly, the large figure of Snatcher exploded, dropping pieces of black across the arena. "Ewwwww," Luna had commented, before the puddles moved and started taking shape. Before they knew it, Spidey and her were facing down Snatcher-clones of themselves, all with dark as night skin and yellow eyes. Moments later, the clones pounced.

"Hey! You stole...my fit! Grow a white spider... and we'll sue!" jabbed Spider-Man between breaths as he weaved between attacks. The clones were still invulnerable to his attacks, so all he could do was keep dodging. Soon, even his super-symbiote agility could not stop him from being dog piled by the clones.

"Urgh! Dude! You've lived for centuries... but you couldn't bother...to spray some AXE every decade or so? You smell like ectoplasm and a dumpster fire!" snarked Spidey as he struggled to break free. Looking off to see how Luna was faring, it wasn't what he expected to see. Instead of attacking her, the clones danced around in a circle yelling insults at her.

**"This is how you look! You're an idiot!"**

**"Such a disappointment!"**

**"And you smell!"  
**

In the middle of the circle, Luna was trying her best to drown them out to no avail. Covering her ears only led to one of the clones commenting about how big her ears were. She swung her umbrella at them to get them to be quiet, but they simply floated away. This was an attack she couldn't withstand.

Spider-Man watched this unfold with seething anger. He could take the insults and dish them back out with 2x the injury, but a child? No way...

_One time. We can agree to do this just this once_ the wall crawler mentally nodded to his roommate upstairs.

**_Gladly _**Venom hissed.

"Brur, arghhh, ARGH!" Looking over to the heap of Spider-clones, the noises came just before the pile exploded, sending clones flying out of the arena. Where the pile had just been, the true Spider-Man stood. Only now, symbiotic tendrils were coming out of his back, and his lenses were narrower. His stance was much more aggressive, and he was much more intimidating than he usually was. Like this, he was more akin to a "Spider-Venom" than the goofy superhero she'd shared her journey with thus far.

_**"You wanna play?" **_threatened Spider-Venom as he lashed out multiple tendrils, each with deadly spear points at the end. The force was great enough to stab through the Kid clones' body, but didn't seem to hurt as much as surprise them as he flung them away. _**"Then let's play rough."**_

In the middle of the arena, Snatcher reformed as he looked at the wall crawler in surprise. **"Wow kid, if you'd been like this when you arrived, I'd hire you as my secretary!" **bemused Snatcher. **"Such a shame when to lose good resources."**

Another flurry of blue potions came at the duo, but this time they were prepared. As the Time Protectors danced around the falling potions, one managed to not break as it skidded on the ground. Seizing the opportunity, Luna dove towards the vial and picked it up.

"Spidey!" she called before throwing the potion. A black web line struck the vial as the supercharged hero spun around and sent it flying into their foe's face. Snatcher could only watch in shock as the painful blue liquid poured all over him. The attacks ceased immediately.

**"Did you just color me blue with my own attack?" **the dumbfounded shadow stuttered. **"This can't count, right? Surely this doesn't count?"**

Spider-Venom crossed his arms as he smugly answered, _**"You can't tell us what to do anymore, you infected sperm cell!"**_

The Snatcher's eye twitched. He REALLY didn't appreciate that quip. Good. Spider-Man was done with Family Friendly. It's time to instill a lesson.

**"That does it. TIME TO DIE!"** roared the lord of the forest. With another shout, his magic attacks increased in both speed and ferocity. The minions and the energy pillars came faster and faster than before, leaving the two Time Keepers on their toes.

The duo found themselves back to back with each other when the arena suddenly went pitch black save for Snatcher's yellow face. Winking quickly, he then transformed into 2 Snatchers.

**"Time's up, kids," **he cackled.

Hat Kid held up her umbrella as a line of defense as one Snatcher approached from her side. She then felt a rough grab on her shoulder as Spider-Venom spun her around.

_**"That one's a fake!"**_ he shouted before jumping up into the air and slamming his fist into the ground. A second later, the light returned as the assailant on Luna's side was revealed to be a wooden cutout of Snatcher. The real one was reeling as giant symbiotic spikes burst out of the ground and pierced his now blue and vulnerable body. He retreated back to the center of the arena.

**"Not bad, Spiderling. You hit hard for someone so short" **admitted Snatcher. He would be impressed if it wasn't overshadowed by this UNYIELDING RAGE.

_**"I'm glad you're bigger Ghostie. It gives me more to dislike"**_ mocked Spider-Venom, who got an even deeper scowl from the spirit. He tried to web slingshot into the ghoul's face only for him to reappear somewhere else in the arena.

**"Uh uh uh. You gotta be quicker than that, Bug Boy!" **mocked the Snatcher as he wagged a finger. The taunt didn't affect Spider-Venom, in fact he was banking on him to keep dodging. Round and round they went, with the ghost repeatedly disappearing and reappearing when Spidey got near, each time leaving shockwaves as he went.

**"Is that all you have? I thought you were some kinda gen- Ow!" **yelped Snatcher. He'd been so focused on the Spider-Brat, he forgot about the Hat brat prancing around. And boy, do those umbrella swings _hurt._

"Take that!" shouted Luna as she laid into him with her umbrella.

Once again retreating to the center, Snatcher tried one more desperate attempt to win the battle. He knew that the blue potions would hurt him, but it would probably disintegrate these two ingrates if they get hit. Summoning more vials, he threw them all around him trying to hit the two attackers. At the same time, he summoned magic pillars around the entire arena that quickly crept up on their position.

The two used both attacks to their advantage. In the few seconds Snatcher's view was obstructed, Luna grabbed one of the potions out of the air and hit it in her pocket. She then waited for just the right moment until she struck the spirit again with her umbrella.

Predicting him to return to the center, she threw the potion into the green pool. As soon as the spooky lawyer returned to the center, he screamed out as he had teleported into the blue puddle, stunning him. Using the hook shot above him still, Hat Kid took the opportunity to take her hat back. Placing it snugly on her head, she patted it and turned back around.

Just in time to see Spider-Man and Venom following suit with her swing. At the last moment before impacting with Snatcher, they separated into two beings again. One red and one black fist collided with the lord of the forest's face, causing an eruption of white light.

Gradually, it faded to black again, except now their enemy was keeled over with his face to the ground.

They'd won.

Snatcher puffed from exhaustion as he spat, **"You're such a disrespectful young man and lady."**

"That's rich coming from you, Dr. Disrespect," Spider-Man countered. He and Venom had calmed down so they were back to their normal selves.

Hat Kid strode forward confidently with the webslinger to finish their ghostly contractor. It was time to get her soul back.

**"I feel... so weak" **huffed the lawyer. Yeah, no way was he pulling that one off.

**"Please... Have mercy."** Oh, now they were doing this? _Show some dignity dude_ thought the web head.

**"Please... Have a SEAT!"** _Yep, I knew that was coming_ deadpanned Hat Kid internally. suddenly, they found themselves on a wooden bench.

Snatcher wore a more annoyed look than anything else. **"Those Time Pieces fell in my Forest. They are MY property!" **he ranted. Hat Kid and Spider-Man stared back unimpressed. **"So, let's make a deal then." **The familiar poof of a contract sounded in front of them outlining some new terms and conditions. **"You get out of my forest, and we never see each other again. How's that sound for a deal?"**

Examining the parchment in front of them, the soulless kid was unimpressed. The contract didn't have anything unique about it. It was essentially an eviction notice. All it told them to do was to 'Get out' and to 'Take all their junk'. Pictures of Snatcher holding a get out sign were even taped to the agreement.

"Anybody ever tell you you'd make a great tax collector? You have a talent for ruining everything," Spidey jabbed. Hat Kid simply sat there pouting

**"Hmm not a fan? Too bad, you don't make the calls here!" **To emphasize his eagerness to get rid of them, he shoved the contract in Hat Kid's face and said, **"Here, I'll even make it easier for you."** He then took his stamper and put his seal of approval on the bottom right. **"Now, all that's left is for you to sign it!"**

Hat Kid looked at it hesitantly. She wouldn't admit it after that big fight, but she liked being in the Subcon Forest. Not everyone was inherently bad, and even Snatcher had shown to me more than just some intangible jerk. She didn't know how to proceed, so she began to sign until Spider-Man tapped her on the shoulder. Leaning over, he whispered something in her ear.

Instantly, the little child perked up as she stopped her signing. Taking the quill that came with the contract, she started scribbling out parts of the obligations, replacing them with obligations such as 'Stay and have fun!', 'Be nice!', and her personal favorite, her edited contractual obligation to 'Be my BFF!'. Only then dd she sign.

Stunned beyond belief, the shadow stuttered, **"You understand that's not how contracts work right?"**

"Actually," chimed in Spider-Man, "You gave your seal of approval. That means that it was approved to be edited by the contracted. So everything she just wrote was legally binding." Thank goodness to Daredevil for giving him that boring lecture on the legal system during a stake out.

**"No no no, that's not how it works. Come on, I'm giving you a chance to scram, kids! No catches or clauses this time!"** Hat Kid yawned at the desperate display.

**"What if, I gave you your soul back? W-Will that make you leave?"** he nearly begged. Summoning her soul from the deep bowels of wherever, he commanded it to return to its owner. The purple wisp absorbed into Hat Kid, who felt much happier, energetic, and just the usual amount of empty! However, she wasn't ready to let down her charade just yet.

She held her deadpan face causing Snatcher to wave a hand in front of her. **"Yes? No? Hello? Are you there? Why aren't you saying anything?" **A few awkward moments passed, with Spider-Man attempting to hide his laughter at the absurdity of the situation. A 10-year-old had just beat a ghost lawyer at his own game.

**"You're quite the characters aren't you? And a tough ****negotiator."** It took everything in Spider-Man's heart not to make a General Grevious reference right there. **"Fine, I'll sweeten the deal for you."** With a wave of his hand, he summoned a Time Piece from thin air. **"Here, take my last Time Piece. If I continue to see you around my forest, I'll be VERY DISAPPOINTED!' **

Finally dropping the charade, Hat Kid smiled as she grabbed the last Time Piece proudly. Deciding she had enough of torturing the poor soul, she beckoned Spider-Man to follow as she held up the Time Piece to the sky.

"See you later BFF!" she called before they were beamed back up to her ship.

**"Oh my God kid, I'm not your-! Ugh, I need a day off. It's times like these I wish Whiskey didn't faze through me..."**

* * *

The two Time Keepers found themselves back in a familiarly colored room.

"Roombi! I missed you!" exclaimed Hat Kid as she picked up the Roomba in a hug. Moments later, Cooking Cat burst through the kitchen door frantically calling to the returned inhabitants.

"Oh thank goodness sugar! You were gone for so long! Are you hurt! What happened that kept you out for a wee-"

_**"Where is the chocolate?"**_ boomed the webslinger as he became more agitated. Venom had stopped eating the gray matter in Peter's brain, so he needed another food source immediately.

"Uhhhhh, in the kitchen darlin" CC fearfully informed him. The only response she got was a grunt as the black suited arachnid went to feast.

"I can explain," smiled Hat Kid sheepishly, taking Cooking Cat with her into the to talk over a meal that isn't mushroom related.

* * *

**And that concludes the Subcon arc. I hope the ending was satisfying for everybody. I don't know if I wrote Symbiote Spidey very accurately, so if any of you have issues with characterization, feel free to let me know. Anyways, thanks for reading this far, because now it's time to head back to the Studio next chapter.**


	24. What Lies Beneath?

**Welcome back for another chapter readers. I'm really grateful for all the follows, favs, and reviews you have all left as I made this chapter. This chapter might be a little mundane because it's mostly platforming, but the next one will be coming soon, I pormise!**

**To Dinogeoff022,yes they are, and you're about to find out (:**

**To Rook435, Thank you very much for sticking with the story for this long. I actually do have plans for Bow Kid, but I won't be able to say much without revealing my hand a bit, so you will just have to wait and see. But yes, Bow will have some involvement, and I'll be sure to keep Tim a focus in the story**

**To Crab, pretty much sums it up lol**

**To starseedchild, Thank you! Means a lot**

**To DannyPhantom619, I'm sure you're not the only person who thinks that haha**

* * *

"So let me get this straight sugar. You went into THE Subcon Forest, fought the Snatcher that's been rumored to haunt it for centuries, lost your soul, and beat him up to get it back?" recapped Cooking Cat.

Hat Kid knew she should be taking this more seriously, but she couldn't help but smile as she nodded. The looks on the feline and the jar boss were too good.

"Preposterous! How can you have faced the likes of the Snatcher and lived?" the dismembered Mafia Boss said in disbelief.

"Oh boy, you think he was bad? I got a guy named Mephisto who would make your liquid turn yellow," Spider-Man snarked as he exited the kitchen after devouring every chocolate product the ship contained. That would stave Venom off from looking at his brain for midnight munchies for a good while.

"Sorry kid, most of the chocolate chip cookies are gone, but I saved you an oatmeal raisin." Tossing her a singular cookie, Hat Kid awkwardly accepted the cookie as Peter gave a loud _BELCH. _

"Excuse me," he apologized.

"I must say hun', I never thought in all my days that I would become the personal chef for THREE aliens," laughed CC.

"Once upon a time, I never thought I'd go to space. Go figure," he remarked. Crazy how far his adventures have taken him. Shifting topics, the Web Head asked, "You've heard enough about our time away, it's time you caught us up on current events. Starting with, how long were we gone?"

The Mafia Boss hopped in his spot as he shouted, "One week! One week since you left me abandoned on this ship without a way to get down! I've been forced to watch reruns of that infernal disco bird sitcom!"

The boss's strange taste in television caused Hattie to gasp as she realized, "The award ceremony is tonight!" Rushing over to the clock, she saw that they only had 30 minutes left before the big ceremony.

"I need to change out of these week old clothes," she said before running to her room. Moments later, she burst out again in the same outfit, save for the absence of dirt and grime.

Looking over to her companion in the forest, the little girl asked, "Aren't you going to change? You wore the Unlimited suit all week."

The superhero shook his head. "Now that the threat of getting body snatched is off the table, I get all the perks of having an alien super suit without the drawbacks. Including..." Flexing a little bit under the black suit, Spider-Man's clothes adjusted from the midnight black spider suit to a proper suit and tie that had Venom's logo decorated on the tie. And of course, the classic red mask. Had to keep Venom's existence on the down low.

"... a non-existant dry cleaning bill!" he proclaimed.

Those present in the room stared impressed at the display. "Wow sugar, I didn't know your suit can make you so dashing," chuckled Cooking Cat.

**_"Why thank you," _**Venom added as he popped his head out from the black fabric, earning a giggle from CC and Hattie. Peter facepalmed at the display as he and Hat Kid made their way to the telescopic teleporter. First they had to drop the boss off at Mafia town, then they'd be on their way.

* * *

One angry jar and nauseous symbiote later, the two movie stars finally arrived at Dead Bird Studios after what felt like an eternity away. They were a little late because of the boss, but the poor sap had been subjected to a week of Roombi trying to suck up his innards. It was the least they could do.

Upon arrival, they could see that the birds had no problem starting without them. The spotlights were still going strong, and cheers could be heard inside of the studio's viewing theater. They were about to go in, but stopped when they saw a familiar grumpy figure standing outside by his lonesome.

"Conductor!" greeted the hat wearing child. The old owl perked up hearing his name, and gave a small smile to the duo.

"Lad, lass! Glad you made it when you did. You made it just in time to miss the showing of DJ Peck Neck's award winning movies," he grumbled. He then brightened up a little bit as he admitted, "Though your acting was one peck of a performance. The audiences loved you two buggers on both of our movies, even though mines were higher quality."

"Thank you!" Hat Kid praised. She'd always thought of acting as another career path if being a Time Keeper hadn't been her pick. Not the musical kind though, she hated singing.

The webslinger gave a curt nod of thanks, glad to see the bird much more mellow than he was during production. "So, did you manage to sort out that personal business you were talking about last time?" he asked.

The old avian gave a solemn smile. "You know lad, I did. And it was only thanks to you two that I finally pushed past me pride and fixed it. Seeing how ye act as if yer family had me thinking things out in me life." He paused. "Anyways, enough about me, go in there and enjoy your glory. The both of yous deserve it."

Giving the Conductor one last wave farewell, the two aspiring actors walked into the studio. On the ground was a red carpet, and as they followed it, they emerged in a big award theater. In the back, they could see DJ Grooves basking in his moment as he waved to the crowd. As they approached the stage, the audience recognized them and made way for them until they were up to the stage with DJ Grooves.

"Darlings! Thank you thank you so much! You two secured our victory! We won the annual bird award trophy!"

Spidey gave a polite "You're welcome," but considering the note they had left him on, he was suspicious as to why he was so openly caring to them. Venom sensed his unease and agreed with his assessment.

"Thank you Mr. Grooves!" cheered the hatted child. She was over the moon (heh) to have the Moon Penguin back to his old self. No more rocket shooting shenanigans.

The winning director took on a more smug look as he added, "The Conductor is probably awfully sour from his second loss ever, but don't worry, he'll come around." Fishing something out of his pocket, he concluded, "Anyway, we're all done here. No more movies until next year. Since you're so eager to get your hands on them, you can take my final movie prop as your last movie star payments."

With that statement, he finally pulled out a full time piece from his pocket and tossed it to the duo. Looking up with confused eyes and lenses, DJ Grooves just shrugged, "What, you were expecting something crazy to happen? Nonsense darling, nonsense."

"Well then, thanks for the payment Grooves, see you around," called Spider-Man over his shoulder as they walked away. Hat Kid waved excitedly back as they walked through the crowd of adoring fans again.

_He's lying, isn't he _the young Parker rhetorically asked his slimy companion.

**_Of course he was. His tone was as rushed as Eddie on his "dates"._**

It was going to be night raid then. Spider-Man wanted to tell Hat Kid, but it would probably be a quick operation, especially with the black suit. Unless he had some solid evidence anyways, he really didn't want to shatter the kid's idolatry.

* * *

Rather salty from the loss of yet another award, the Conductor stayed after hours to start script writing for the next movie season. It was still another year away, but the early bird gets the worm.

"That should be enough fer tonight," yawned the Conductor as he layed the script down. It was nowhere near close to done, but in the span of 2 hours alone in his office, he had managed to at least write the first scene.

Grabbing his coat from his hanger, the old fashioned bird prepared to leave, when he felt a rumble throughout the studio. "What is that Peck Necked hatchling up to now?" complained the old avian. Walking casually over to DJ Groove's side of the studio, he was quickly put on alert when he saw the silhouette of both his rival and that mischievous mustached lass in his office window. Ducking behind the crates, he peered in as he listened to the conversation.

"I-I don't know darling, the power of time itself? Shouldn't it be a bad idea to break something as important as this hourglass? What if the universe collapses in on itself? It's like those science fiction films Puffin Pete directed when I was a hatchling," the DJ stammered.

"My goodness, are you really this spineless?" Mustache Girl groaned. "Thanks to that time piece, you got to win one lousy award. Just think about all of the awards you can earn if you _really_ start using that power." The Conductor may not be able to see it, but he was sure the little lass had the most conniving grin on her face.

"All of the awards?" The DJ repeated. Mustache Girl's shadow then held up the unmistakable shape of a time piece, and a moment later, a flash of chrome colored energy burst from the office. As the energy receded, DJ Grooves spoke in a much more assertive voice, " It's time to get this show rolling, darling."

_Time itself? That must be why the spider lad and hat lass were so adamant on taking those props!_ Quickly looking around, the Conductor burst from his hiding place and sprinted for the nearest telephone as he remembered what the penguin was scheming. _I have to warn them!_

"Hey! Who's there?" came the voice of a moon penguin. Conductor had no time to waste. He had to get to Spider-Man and Hat Kid.

* * *

Beaming back up to the ship, Hattie and Spidey hopped down from the crates that held the telescope. Hattie was preparing to brush her teeth while Peter prepped for yet more breaking and entering later when an ominous ringtone played. Tilting their heads, they found the phone prop the Conductor had given them after shooting "Murder on the Owl Express" was ringing once again.

Curious, Spider-Man picked up the phone as he answered, "Sorry, wrong number. The pizza delivery was actually for the _other _giant floating spaceship." Expecting some groan of frustration, he grew on edge when the voice cut right to the chase.

"The Annual Bird Movie Award was rigged. It was an inside job."

Hearing a gasp behind him, Spider-Man narrowed his lenses as he insisted, "Go on."

"The winner knows about the power of the time pieces. He's been keeping one, and he's gonna break it. The truth lies underneath Dead Bird Studio. What goes on in Dead Bird Studio when no one is around?" the voice rhetorically asked.

"Who is this?" Hat Kid questioned.

The voice hurriedly spoke in reply, "Blow the cover on this thing, lassie. AAGH!" before hanging up.

Blinking twice, Spider-Man turned to his companion. A horrified expression donned her innocent face as she realized that DJ Grooves was endangering not only the Conductor, but the very balance of time itself.

"How could he..." Hat Kid silently seethed and lamented. She had trusted the DJ even after the firework incident, just for him to go behind her back. _Is everyone on this planet out to double cross me?_

Spider-Man internally sighed. There was no way he could possibly get away with going by himself now. He knew what it was like to be have people go behind his back. This just got personal for her.

"Go get heart pon dishes from the kitchen. I'm sure Cooking Cat left them in case we disappeared again," he directed. Hat Kid nodded determinedly as she ran off to retrieve said dishes. It was a wonder how the feline hasn't asked just what they are doing to need so many heart pon meals.

Spider-Man sighed, "This is going to be one long night."

* * *

In another flash of light, the defenders of time arrived once again at the doorstep to Dead Bird Studio in the dead of night. Venom had a much easier time becoming more at ease with the teleportation than Peter did, so there was no nauseous episodes this trip around.

The studio was desolate of any car, as it should be at such a late hour, which is why the duo (and a half) decided to just walk through the front door after a spider-sense scan revealed no alarms of any sort.

"If I had airpods, I'd play the Mission Impossible theme right about now," mumbled Spidey to himself.

Hat Kid checked if the vent they had entered through last time was still open, and lo and behold, a repair owl was fixing to get fired with the shoddy work they had left. The vent was barely hanging on by a few bolts, so Spider-Man pried it off once again and they crawled through.

Landing on the studio floor once again, they progressed through as normal. The lack of lights though unnerved the little hatted adventurer. The shadows the room casted were large and looming, an ample environment for someone to be watching them. The nerves were slightly getting to Spider-Man too, but Venom calmed him and his neural activity down.

"There," pointed the arachnid hero as they proceeded through the Conductor's side of the studio. His augmented spider-sense had picked up an electrical current, and following it had led them to an elevator door. How he had missed it before, he had no idea. Punching in the button to lower them down, the duo entered the elevator and began their descent.

On the way, Spider-Man noticed that Hattie had caught a case of the jitters. Putting his hand on her shoulder, he tried to get her to relax.

"Come on kid, elevator music isn't as bad as people say," he lamely joked. Seeing that did nothing to calm her, he comforted, "Whatever we find down there, we can take on, alright? You beat a soul stealing ghost, what's the worst a Pepsi commercial penguin can do?"

Hat Kid was still nervous, but gave an "Mmhmm" as a response just as the elevator finished its descent. Walking out of the lift, Hat Kid followed the path laid out by the series of shelves and crates. Just as she was coming around the bend though, she was web yanked backwards with a yelp. Turning to ask her ally what gives, he just put his finger to his mouth as he pointed with a tendril at the camera she had nearly walked into.

"Ohhhh," realized the little alien. Even after hours, there was still security in place. Something was definitely up.

Opting to take the less obvious route, Spidey and Hattie clambered up a shelf beside them, evading the camera's gaze. They then jumped and crawled onto what looked like some oversized air conditioners before landing in a pile of papers. Looking them over, they seemed to be a lot of late bills, something one college aged superhero knew all too well.

"Man, this is more money than it took to make the X Mansion!" exclaimed Spidey in shock as he held up a late bill for an entire train for 53,000,000 pons. _Can someone say holy inflation Batman_ he said to himself.

Leaving the room of unpaid bills, the trespassers found themselves now in a room full of electric wiring and a catwalk as well as an office of some sorts. Blatantly ignoring the restrictive signs, Hat Kid was a little dismayed to find it locked. Peeking inside though, she could definitely tell it was the Conductor's office by the cowboy hat and boomerang hanging from a coat rack.

"Maybe we should try to get in?" suggested the hatted explorer.

Inspecting the lock, Spidey shook his head. "No good. I can't pick it, and I've already caused enough property damage."

Hat Kid scratched her head as she tried to come up with a way in that didn't involve Sparta-kicking the door. Her gaze fell upon the electrical wires that were scattered around. Hoping to use them to get around to the other side, she jumped on them, much to Spider-Man's immediate worry. Making sure to bounce over the electric current, she managed to hop her way across. For her efforts, she found what she was looking for: a round hole blown into the side of the office.

_Unexpected but I'll take it_ she thought. Beckoning Spider-Man to follow her on her tight roping, she pointed towards the hole in the wall. "Can you go look? I can't jump that far." she requested.

Nodding, Spider-Man swung into the hole and landed in the office hallway. Using his mask's investigative mode, he scanned the room for anything out of the ordinary.

"Looks like someone got in a struggle here," he noted. In his investigation, he found the phone that had been used to call them in the corner of the office. He crouched down to inspect, and he found yellow feathers littered on the ground. Scans also showed a penguin flipper print on the phone as well.

"Seems like the penguins really have it out for the Conductor," Spidey surmised as he exited the room. Jumping back through the hole, he reported back to Hat Kid who was waiting on one of the pipes. "It looks like someone tried to drag the Conductor away. Whoever did it sure wasn't gentle since they left these behind." He then pulled out the yellow feathers.

Hat Kid gasped as she recognized the color. "I hope he's alright," she panicked. She then picked up the pace on the electrical wires as Spider-Man went ahead. Thanks to his super equilibrium, he was able to walk on the electric wires as if they were sidewalks. Hat Kid however, in her haste, nearly fell down to the bottom of the electric room, if not for a black gloved hand grabbing her wrist and hoisting her up.

"Whoa! Slow down kid, you look like Quicksilver at the Ringling Brothers . I'm sure you won't do much good to the Conductor as a pancake," Spidey warned as he stared down into the black abyss.

"Heh, sorry," Hattie sheepishly apologized.

The two of them managed to bounce their way to the other side of the electrical room where they found their footing on some vents. Hat Kid ran up the shafts while Spider-Man crawled up alongside her. As they reached the next floor, they heard two unmistakable voices from the next room over.

"I knewww you were a no good peck neck! Even I wouldn't have stooped as low as to start scheming with time! Are ye off your rocker?" came the accented voice of the Conductor. Spidey and Hattie peeked into the door where the voice had come from to find the Conductor tied to a chair

"Oh darling, this time piece is all I need to right all of YOUR wrongs. Years of cheating will be undone, and we'll be even, as we should be," DJ Grooves responded.

The Conductor fumed at the Moon Penguin. "ME WRONGS? I won those awards fair and square! Besides, the little Hat lass and the Spider-lad are probably coming to put an end to this. You can't be deluded enough to think you can possibly take on both of them!" He paused his tirade with a smug grin, eyeing the two sets of eyes he saw behind the door.

DJ Groove's voice turned a little more sinister as he forboded, "Conductor darling, I think that they're the last people you should be worrying about." With that, he dragged the Conductor away kicking and cursing into another room.

Taking their eyes out of the room, Spidey and Hattie glanced at each other. "We've gotta get moving," the arachnid said, and they hurried along another catwalk as they delved deeper into the studio than they'd ever been.

After swinging across a gap in the electrical room and inspecting a shelf full of obscure movies with bird puns, the two journeyed into a large room stacked full of crates.

"This must be the storage room," observed Spider-Man. The room was covered in all sorts of props, boxes, and other clutter thrown around in no order whatsoever. "My apartment looks like Fein Shui compared to this mess," commented the wall-crawler.

They ran around the floor for a while trying to find a way out. When it became evident that the only way out was up, they started searching for any low standing crates that they wouldn't knock over, but they all seemed too high to reach without tipping them over.

As Hat Kid was looking for a low crate, she found a red scaffolding that was close to one of the shorter towers.

"Here!" she beckoned, and the webslinger was beside her in moments.

"Good one kid, now do what you do best."

Smiling at the masked man, Hat Kid double jumped and dove, landing squarely on the top of the crates, which remained surprisingly firm. Spider-Man shot a web line to the ceiling in order to help her make the right jumps. In no time, Hattie had navigated the array of boxes and leapt up to the top row without falling. Noticing the extra security at the top row, the two trespassers knew they were going the right way.

As Spider-Man webbed another security camera for the little girl to pass, they heard the two bird directors in another hallway.

"Let go a' me already! I swear when the Spider-lad and the Hat lass get here, they're gonna beat yer tail feathers redder than yer jacket ya son of a finch!" the Conductor continued ranting.

"The little darling and her sidekick are only missing one time piece Conductor. After all, she has many more in her collection. I'm sure she won't even notice me using this one to claim what's rightfully mine." Grooves responded.

Instead of responding, the Conductor gave an almost unnoticeable nod out the side of the hallway, where he saw a human shaped silhouette clinging to the wall and crawling off.

"Sidekick?" Spider-Man repeated after the directors had gone. "That Redfoo ripoff just earned a ticket webbed to the Owl Express undercarriage."

They continued forward, finding a large door near where they heard the directors going. As the two time protectors entered a large clearing, they noticed there was a series of wires leading up and down scaffoldings. Tracing the wires back t their origin, they found that they converged on another steel garage door.

Gazing up at how high they needed to go, Spider-Man shook his head. "We're taking the express route," he announced before grabbing Hattie by the hand. Tugging the web, he shot them both upwards and tossed the little alien onto a power switch.

"Let's work from the top-down," he instructed. Nodding, Hat Kid proceeded down a series of scaffoldings and electric wires. Though they managed to get through mostly without a hitch, getting back down safely nearly blew their cover.

"Get down!" Spider-Man had quickly whispered. Jumping behind some covers, the quick witted arachnid and explorer were not noticed by the table of crows adjacent from them.

"And there was a giant fire!" one shouted, sending the table roaring into laughter. As they howled, Spidey and Hattie managed to slip away.

"Such awful jokes go against everything my quips stand for," Spider-Man said half jokingly. Those punchlines were as funny as modern Adam Sandler.

As they hit the last power button, the steel door lifted revealing... a viewing room? And a familiar one at that. Hat Kid immediately recognized this as the viewing room they had seen at the end of the time rift. She then made a mental note to herself to read the Time Rift book from Subcon forest whenever they got back. She REALLY needed to catch up on her time rift lore.

Hearing the telltale thwip, Hat Kid looked behind her and saw that Spider-Man had already found a way out not involving broken glass as he webbed his way up to the side of another catwalk.

"Catwalks. For when air vents are to expensive for every room."

Hat Kid grinned at the joke before finding her own way up via wall jumping. Leaving out the doorway in the wall, Spidey sighed as he spied more security cameras. "That's what I get for putting my faith in something with 'cat'."

Seeing no security cameras on the ground below, the web head leaped over the guard railing and fell as light as a feather to the ground. Hat Kid followed suit as she jumped down next to him. Peering around, they found no doors that were unlocked for them to go through, meaning DJ Grooves hadn't gone through them either. Reaching out with his augmented spider-sense, Spidey managed to locate one open door at the end of the hallway. The two of them took a brief detour back onto the catwalk before dropping down again.

Inside the open door, they saw DJ Groove's dressing room laid out before them. Along with the usual makeup mirrors, there were posters for various movies produced by the penguin. Two of which caught the attention of the two actors-in-the-making.

"Hey! It's the Big Parade! I'm on the roof!" squealed Hat Kid with joy. She didn't think she'd make it really big in the acting industry, but here she was on the front cover of one of the bird world's biggest hits (presumably).

"That's brilliant and all, but I prefer this one," called Spider-Man. Looking in his direction, she saw him clinging to the Picture Perfect poster which featured a picture of both Hat Kid holding a photo and himself winking at the camera upside down.

"Ehhh? Ehhh?" Spidey childishly said as he started pointing to the poster him and himself. "They finally got my image right," he commented, remembering how the last movie based on him had his costume missing all the black webbing.

Hat Kid smiled back at the giant portrait of herself. She was really impressed with how it came out.

Deciding to move on, the two of them ascended to yet another catwalk as they entered what they could only describe as the epitome of welath. All around them were golden awards, each for a different category of film. Peter suddenly realized just how pointless the Oscars were as he gazed at all the replica trophies.

Little Luna was sure that this was something really important to understanding the mysteries of Dead Bird Studios and all yadda yadda yadda, but that didn't matter to her right now. Instead, she walked right up to what she thought was the gaudiest thing she had ever seen. A gold toilet, next to a gold sink and a gold hand drier. They could already see the metal getting brittle from all the hot air.

"The chemist inside me is screaming right now. The other underpaid Peter Parker side wants to roundhouse kick whoever came up with this atrocity," facepalmed Spider-Man. Hat Kid as well could literally come up with a million better uses than a hot air blower.

Finding nothing else in the room that was worthy of note, the two of them climbed down and entered the other unlocked door to find themselves in another hallway. Noticing another door was open, they entered a tool and prop room where they walked over a shelf and a camera. As they exited it, they noticed there was a whiteboard holding open the next door. Coming closer, they frowned at what was drawn on its surface.

"That can't be a good sign," Spider-Man said aloud. If Mustache Girl had been trying to keep her involvement secret, she sure wasn't anymore. "She must have known we were coming. Look."

Inscribed on the board 'Hat Kid smells', 'Spiderman is creepy', and 'Mustache Girl rules' were the most prominent writings, as well as other insults and self brags.

"Everyone forgets the hyphen," Spider-Man said exasperatedly.

"Why is she being so mean," Hat Kid sighed as she felt a comforting hand and tendril on her back.

Continuing forth from the billboard, they entered what looked to be Conductor's conference room. _Probably to meet with producers_ Hat Kid thought.

Unfortunately for the two of them, there were cameras all along the long conference table lining the room. Fortunately, web shooters and hook shots existed. As both swung over the cameras, leapt up onto another award case before diving into air vent that was open. Emerging in the Conductor's own dressing room, they found that their movies with the owl had also been made into posters.

On the wall, Murder on the Owl Express's poster featured Hat Kid in the forefront as other side characters were behind her such as the Conductor and the crows. Inside of her magnifying glass she was holding, Spider-Man's eye lens was seen in the center to show his inclusion. For Train Rush, it simply showed Hat Kid sprinting across the exploding surface of the train as Spider-Man swung in from the top. All in all, Spidey judged it to be pretty badass.

A thought then occurred to Hat Kid as she turned to Spider-Man. "Are we getting paid for these?" she asked.

The wall crawler's mind immediately went to how much they could sue the studio if they wanted to. At least Snatcher had been upfront with his dealings with a contract. This studio scammed them out of their pockets.

"Matt and Jennifer would have a field day over how many IP laws were just broken," he said to himself. On that note, they left the room and entered another vent that lead to another catwalk that led to another vent.

_So much air conditioning_ thought Hat Kid as they emerged into what looked like a drill room. After avoiding the deadly spikes of death, they found themselves into another catwalk. Seeing where the catwalk ended, Spidey swore that this place had worse vent placement than Oscorp as he crawled into what he hoped was the last one.

At a lower level of Dead Bird Studios, a vent grate crashed to the ground as a black boot shoved it down. Hopping down, Spidey was almost overjoyed to find another elevator door. Hat Kid landed beside him and went up to the elevator door.

"Boop!" she chimed as she pressed the button. Instantly, the door opened, allowing the two to step inside the lift.

"Alright Luna, we made it this far. Are you sure you're ready to face DJ Grooves hopped up on Time Piece energy?"

Venom formed a slime head on Peter's shoulder as he added, _**"It is not too late for you to turn back."**_

Hat Kid mulled their words over in her head before firmly stating, "No, protecting the Time Pieces is my responsibility like how protecting people is yours. I need to do this."

As much as he didn't want her to come, he knew that stubborn responsibility to do the right thing wouldn't let him have it. _Man, this what MJ feels all the time _

Nodding in understanding, Spider-Man used a tendril to push the only button on the inside of the lift, taking them down to the lowest point in Dead Bird Studio.

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**Thank you Dinogeoff for pointing out one of the grammar errors. I usually only get to write late into the night so I was tired when I finished**


	25. Battle Below the Studio

**Here we finally are. The climactic finale to Dead Bird Studios! Sorry for splitting it into 2 parts. I know a good amount of you have been waiting on this one so I'll get right to the chapter. Enjoy!**

**And I apologize for the time between updates as of late. Been pretty busy and only getting busier because of college and me working on my ARK and Transformers crossover. I'll try to get more frequent with updates here again though**

**Warning: Near the end, things might get a bit graphic. **

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The descent into the studio didn't last, as before long Spider-Man and Hat Kid were greeted with the ring of the elevator. As the door parted, they could see DJ Grooves perched on top of a large stage, the Time Piece in his grasp. Below him, a disco dance floor glittered as rowdy Moon Penguins cheered and whistled in the adjacent stands. Spidey and Venom flexed their muscles and Hat Kid pulled her hat a bit higher as they marched forward.

"Look who we've got here darlings! I guess you found my little secret, huh?" DJ Grooves said with a sinister undertone.

"When you kidnap someone as loud as the Conductor, silence is deafening," joked Spider-Man before turning serious. "Jig's up Grooves. Trust us when we say you really don't want the problems that Time Piece comes with. Don't make us fight you for it"

"Yeah!" Hat Kid yelled with a pointed finger. "We can't let you hurt yourself." In a much lower voice, she added, "Even if you deserve it."

DJ Grooves looked back at them, defiance in his posture as he grasped the Time Piece closer to his chest. "This last Time Piece is all for me darlings. If you want it, well, you'll have to come and get it!"

Grooves struck first, taking a stage dive at the two challengers at speeds unheard of from a bird of his stature. Spider-Man barely managed to avoid getting his head stomped in by the Moon Penguin's giant platform shoes by web zipping towards a wall. Hat Kid nearly had her ankles shattered by the DJ's left foot as well if she hadn't dove away.

"Don't do the superhero landing. Trust me, it's terrible for your knees," Spidey joked as he returned the pounce with a bounce off the audience stands, looking to strike the insane performer in the face. The attack landed, forcing Grooves to backpedal from the blow, straight into Hat Kid's waiting umbrella. The swipe to the gut winded the DJ for a moment as he jumped back to the stage.

Jumping above the view of the two Time Protectors, the mad penguin surprised everyone as he came back down on a golden discoball.

"Here we go!" the performer announced as he slammed the ball into the dance floor, causing the ground to shake everyone off their feet, including Spidey and Hattie.

"Help!" yelped the little girl as she hung in midair, looking as if she would faceplant into the shockwave that resulted from the slam. Grabbing the hatted child by the arm, Spider-Man pulled her close as he allowed himself to take the electric shock.

"Rrrghh!" he groaned as he tried to keep himself from showing his pain. He wouldn't give the director the satisfaction of hearing it. "Nothing like 2nd degree burns in the morning," he joked, reassuring Hat Kid with a wink after seeing her worried expression.

Seeing that the two combatants had survived the shock, the angry DJ saw red as he shouted, "Darling, darling, you're so rude!"

"Didn't your mother tell you it's not polite to shock your guests? Especially literally?!" jabbed the arachnid as he and the little alien scrambled to their feet.

Shutting the lights out, DJ Grooves jumped down from the stage as he yelled from the darkness, "Check this out!" before brandishing a genuine knife. Spider-Man sensed the danger immediately as soon as the blade pointed at a disoriented Hat Kid.

"Huh?" she said aloud as she tried to find her footing in the dark, only to gasp from shock when they turned back on as she saw Spider-Man bury his boot in the penguin's face again. Right before the steel knife was about to pierce her in the stomach.

"You sicko!" growled the black suited hero, almost forgetting to pull his strength as he gave the theatric bird a flying roundhouse kick back towards the center of the dance floor. The DJ didn't say a word as he started menacingly walking towards them, throwing out more stabs than humanly possible.

Hat Kid dashed past Spider-Man to bonk the deranged avian on the head, leaving him with a noticeable bump under his large afro. Gritting his teeth, he shouted into the mic he held, "How could you do this to me, darling?"

Spider-Man's head nearly bust a vein under the costume as he roared, "To you?! This isn't a game you crazy cross-dressing pigeon! Does it even occur to you in that walnut brain of yours that you just tried to stab a child?!

Under the star-shaped glasses where nobody could see, DJ Groove's pupils switched from purple to their original light blue as he started clutching his head realizing what he had come so close to doing. He wore a mortified expression as he dropped his glasses for the duo to see.

"D-Darlings! Please... stop me... Hurry!" he strained, as if fighting off an invisible hold on him.

"It's the Time Piece! He's trying to shake off its effects!"

Spidey looked quizzically at his companion as he asked, "What effects? He wasn't always an rocket lighting jerk from the start?"

"The Time Pieces have a strong hold on their users. Unless they were trained in the Time Core to negate the effects or have someone who was to resist it, Time Pieces can bring out the worst in even some of the nicest people," explained Hattie.

Spider-Man nodded as he absorbed the information. _Great, now I feel kind of bad for him. Seriously? Can my life get even more conflicted _he inwardly groaned.

As DJ Grooves started to cease his thrashing, the lights went out again for a longer period of time. Spidey's augmented spider sense allowed him to sense they weren't near anything dangerous, but he was still taken aback when a lone spotlight showed DJ Grooves sitting at a table with 2 seats.

"Let's have a little heart to heart. Have a seat darling."

The change in demeanor was startling to the duo. Unsure what to do, Peter glanced at Luna as she whispered, "Don't trust him, it's his Time Piece self talking." Nodding, Spider-Man cautiously took a seat beside the Hat Kid across from the DJ.

"Now, ever since you two arrived on this planet, these Time Pieces have fallen from the sky. Now, I can understand if you feel they belong to you darlings, I understand. But did you know they allow for rewinding time?"

Seeing the uninterested faces on the two across from him, he wasn't surprised to here Spidey sarcastically reply, "Yeah, hence why they're called "Time Pieces?""

The DJ nodded as he presented his motive. "With one Time Piece, I could reclaim all the trophies that belong to me, darlings. Every trophy I've lost to the Conductor, where he has cheated his way to victory." The penguin clenched his fist as he continued, "I can't prove it darlings, but I'm certain the Conductor has been manipulating everything to make sure I never win."

Spidey's lenses went wide. "That's a hell of an accusation there. Have you not won two awards already?"

Grooves scoffed. "We've been competing for years darling. I know I'm not perfect, but don't you think our movies are equal enough that I should've won more than _2 measly times?_"

The arachnid had to scratch his head to that. It did seem odd considering how many years it seemed these two were going at each other, but then again, at least the Conductor's movies had _plot._

Seeing that he got the gears turning in Peter's head, the penguin focused his attention on the younger of the two seated at the table.

"I need just one Time Piece to fix years of cheating and fraud. Can't you spare me just one Time Piece, darling?" he practically begged. His voice nearly teetered on delirium as he finished his proposal.

Hat Kid had to admit, she did feel bad for Grooves. Years of second place really hammered on one's self esteem, so they no doubt had some root in the DJ's normal personality. But this wasn't the same bird that she had a ball with running around the moon taking pictures. This was the same bird who tried to put an end to them for the sake of cheap effects for a parade.

"Sorry Mr. Grooves, you're not thinking clearly. I need to take the Time Piece back for your own good."

The DJ's hopeful smile faded into an anguished frown as he glowered, "Darlings, darlings, darlings. You're so persistently selfish. I've brought you to stardom, and all I ask in return is a single Time Piece, but you won't share?"

Hat Kid frantically waved her hands in refusal. "No! It's not like that!"

Her words fell on deaf ears as he finished, "Well, if you want this Time Piece so bad, come and get it."

The lights went out again, and when they turned on, a much more horrid sight greeted the two ex-actors as they looked at the device strapped to Hat Kid's back.

Cackling manically, DJ Grooves grabbed the microphone as he said, "Remember this bomb darlings? I stole it from the Conductor's movie set, and now, it'll be your demise!"

"One minute and twenty seconds until self destruct," the calm voice of the AI announced.

"Kid! Come here!" shouted a panicked Peter as he tried to find a way to defuse the bomb. However, every time he put his hand near a circuit, his spider-sense went off, causing him to pull his hand back.

"Damnit! None of these circuits work!" he yelled in frustration as the hatted child trembled.

"Better cover your ears darlings, this bomb is about to be loud!" taunted the penguin as he started skating around them.

Enraged, Spider-Man shifted into Spider-Venom as he let loose a sharp tendril that surprised the DJ and his audience as he boomed, _**"SHUT! UP!"**_

Picking himself back on his feet after the symbiotic surprise attack, DJ Grooves grew slightly fearful at the spider-darling raising his voice as he did. Retreating to the seating stands, he hopped on a corner as he tried to hit him and the little girl with saw blade records.

This only angered the symbiotic hero more as he caught a blade between his hands. Tossing it aside, he web zipped at the penguin as he prepared to throw more, knocking him off the seating stands. Jumping onstage, the possessed bird cursed them some more at them as he prepared another attack. Meanwhile in the stands, Hat Kid could here a familiar voice pushing to the front of the crowd.

"Get off me you suicidal peck necks!" The Conductor's voice demanded as he shoved his way forward. "Lad! Lass! Over here!"

Hat Kid looked up with hope as she cheered, "Conductor!" Spider-Venom only gave a nod as he remained on the offensive, driving back DJ Groove's attacks with his own lethal set of weaponry. Spider stingers met saw blades as he deflected them away from the child on the dance floor.

"Hang in there! I'll find a way to defuse the bomb!" And with that, the Conductor dashed back into the crowd, looking for something to assist the lad and the lass before the entire studio went up in smoke.

"Come on, there has to be something in this pile o' junk that can defuse a bomb!" ranted the Conductor to himself. As he dug through a series of boxes, he finally found what he needed. "Aha!" he shouted, holding a ridiculously large set of safety scissors up as he rushed back through the crowd.

"Me defuser is ready! Come here!" he shouted. Seeing that the Conductor had a way to defuse the bomb, Hat Kid dodged more saw blades as Spider-Venom motioned for her to make a break for it. Diving over a set of saw blades, Hat Kid turned the bomb towards the Conductor, ducking and closing her eyes as the bird lifted the giant scissors just above her head. With a slice, she opened her eyes and found the bomb laying on the ground, no longer sending rumbles throughout the studio.

Breathing a sigh of relief, she gave the Conductor a smirk before running back in to assist Spider-Venom.

DJ Grooves had caught on to his rival's act, fuming angrier than ever as he hopped back on stage. "That does it! Time to bring out the big guns!"

At his beck and call, 5 penguins appeared to jump down from behind the stage, each bearing a knife. Focusing their attention on Spider-Venom, they stampeded at him as he tried to get away.

"Hands off the boss!" one yelled.

"Yeah! Nobody hurts our DJ!"

The black suited hero retorted, "Then he should know it's a two way street."

Hat Kid meanwhile was left to face off with the deranged DJ by herself. "All eyes are on you now darling, let's see if those hats can save you from this!."

Hat Kid gulped as the DJ kicked in all his attacks into overdrive. The little girl switched to her sprint hat, as it was all she could do to avoid the barrage of knives the penguin unsheathed. She almost missed her chance to attack if it weren't for the sprint hat letting her slap him as he jumped back to the stage. Going in the rafters again, the DJ brought down another golden disco ball. This time, Hat Kid prepared herself.

"Here we...!" On the 'we', Hat Kid jumped, realizing too late she was baited. "GO!" And with that, the disco ball came crashing down, catching the little lass as she touched the ground and carrying her over the shockwave.

Right into the second one behind it.

"Aaaahhhhh!" she cried as the electrical current shocked her young body. As the wave passed, Hat Kid dropped to her knees in the middle of the dance floor. The intensity dazed her as she struggled to look her opponent in the face.

"Lass! NO!" screamed the Conductor from the stands as he watched the resilient little girl struggle to stand.

"Hat Kid!" shrieked Spider-Venom as he held back 5 knives aimed at his throat. "Get off me you damned dodos!"

Hearing the little girl's scream, DJ Groove's true self started to come to again, pushing his envious and dark persona back as tried to comprehend what was going on. "H-Hat Darling?" he stammered, but from behind him, 4 cars came screaming from back stage just as he had earlier rehearsed them to do. "W-wait, stop! What are you doing?" he tried to say to his penguin subordinates.

"We got this boss!"

"Yeah, lights out kid!"

"Mr. Grooves, please!" the young girl cried, already bracing for the impact.

Upon seeing this, something inside Spider-Venom snapped. The almost unbreakable vow Peter Parker had honored in his mind was broken, just this once. _Because he was about to kill a little girl_

**_"GROOOOVES!" _**thundered Venom as he grew to his true form, sharp teeth and muscle appearing on the normally sleek and streamlined hero's body. Looking to his right, Venom saw one of the penguin's knife arms dangling close to his mouth. Blood stained the blade, but not his. Using his sharp ivories, he bit into the knifed hand, eliciting a shriek of pain from the moon penguin and dropping his knife. The rest of the penguins attempted to get away, but Venom encased them all in black web cocoons. Whether he remembered to put air holes in them or not, he didn't care

_**"We will end you, scum!" **_roared the furious symbiote as it jumped up into the air. In a panic, the penguins surrounding Hat Kid gunned their engines and intended to plow straight through the child. However, their faces paled in horror as they found two black fists holding each of the cars by the hood. Venom hissed as he applied more strength, crushing the metal of the automobiles in his bare hands and throwing the wrecks against a wall. The penguins that were driving suffered a concussion as their heads banged against the wheel, leaving them unconscious but otherwise alive.

DJ Grooves gasped at the devastation he had wrought forth by angering the arachnid as he ran to check on one of the penguins

"Darling please, this isn't you! Stop hurting everyone!"

Venom towered over the afro wearing penguin before growling, "_**Hurt you."**_

Seeing that the superhero who had saved the moon was not the one calling the shots, DJ Grooves made a lunge for the figure, trying to keep him away from his penguins and everyone else in the room.

Venom responded by giving the performer a staggering left hook mid lunge, throwing him harshly in the other direction. While recovering from his monstrous punch, the lethal protector shot out a tendril from his shoulder, wrapping around the platform shoes before whipping the bird back into the stage, causing the structure to come tumbling down on top of his head.

The symbiote pounced immediately on the injured bird as he dug him out of the wreckage. **_"You're not done yet!" _**he boomed as he raised both fists over his head. Venom continued laying steel shattering blows into the DJ's face, shattering his glasses and eventually his nose.

As he prepared to morph his arm into a blade and finish the job, Venom felt a tug on his arm. Looking back, his rampage was halted as he looked into Hat Kid's large blue eyes.

"Please stop Peter, you two are scaring me," she shivered, hoping to stop Spidey and Venom before they made a terrible mistake.

Looking past the girl behind him, Venom's lenses went wide as he truly surveyed the destruction he caused in his loss of control. Injured penguins lay all over the the dance floor and against the walls. All of them had an injury of some form, and the one he had bitten had just now patched up the bleeding.

Turning his gaze to the Conductor, the yellow avian cautiously said, "It's over lad. No need to do something yer going to regret."

Finally, the white lenses flashed to the victim of his rage. DJ Grooves had no doubt broken his nose, judging by the blood that was leaking from his face. The cracked glasses revealed two _blue _irises instead of a possessed purple sitting inside two swollen black eyes. The shallow breathing was the only indication that he was still alive.

Venom grasped his head as he muttered, _**"What have we done?"**_

Instantly morphing back into his regular build, Spider-Man immediately took a fistful of the inky black substance as he demanded, "Get off of me!" Unlike the first time they had separated, Venom willingly parted from Parker, feeling shame at the fact he had lost his temper again when bonded the the arachnid hero. No doubt he would ook upon him with distrust again.

"W-W-We need to get all the injured back to the ship to heal. Can you help me round them all up so we can teleport?" Spidey requested.

Hat Kid and the Conductor nodded, and without a word from the gathered audience or the combatants, they brought all the penguins who had been hurt to the center of the dance floor next to their unconscious boss. Taking the Time Piece that was in DJ Groove's pocket, Hat Kid raised it to the sky as they all teleported back.


	26. The Skyline's the Limit

**Hey everyone, welcome back! ****Another chapter coming at you, this time we're finally going to Alpine Skyline! This is also where I'd like to say, Katoptris12, if you're still reading this story, we finally made it! I know you were looking forward to the Alpine Skyline chapters when I first started, and thanks to your reviews keeping me motivated in the beginning, we're finally here! Thanks for being one of the first people to believe in this story, hope you enjoy the next chapters.**

**To Dinogeoff022, as most people know, anything involving Venom is going to get pretty brutal, even when Peter is at the wheel. I also wanted to differentiate from the other AHiT fics with how they handled the fight. It is Spider-Man after all lol, but I'm glad you enjoyed the fight**

**To Starseedchild, you can say that again haha, gotta stay true to character.**

**Also, you should all know that there is a lot of platforming this chapter since it's the beginning of Alpine Skyline, so this is gonna be a long chapter and lots of description. Like I said, I'm not the greatest at writing platforming, so forgive me if the writing seems a little rushed or weird.**

**Now onto the chapter!**

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The mood aboard the ship was above all else... quiet. Those who had suffered from Venom's wrath and remained conscious visibly avoided the red and blue hero as well as the black symbiote. The ones who were unconscious lay on beds of pillows as Spider-Man tried to treat them with heart pons, feeling guiltier each time they didn't wake up.

Hat Kid personally tended to DJ Grooves, the worst one off of the bunch. She had called Cooking Cat from her ship's phone in the dead of night to come and prepare more heart pon dishes and some help with medical supplies. The poor feline had nearly fainted at seeing some of the severely injured penguins that lay strewn across the Main Hall.

"My goodness sugars, what happened?"

Spider-Man rose from beside a pillow bed as he hung his head in shame. "I-We happened," he mumbled. Looking for the 3rd alien guest, CC saw the black pile that was Venom sulking in the corner far away from the others. It seemed to radiate shame just as much as the red and blue man before her.

"Right, well, we better not keep these folks waiting," she said, hoping to get Peter's mind off of whatever had happened.

The next few hours consisted of Spider-Man and Hat Kid assisting Cooking Cat in making the most heart pons meals she had ever made in one sitting while dressing the various wounds. Cooking Cat looked especially bewildered by the penguin sporting a deep bite wound, flashing her concern at the wall crawler.

"I'll explain once everyone is alright," he said, walking off to treat the unconscious penguins.

Night came and went, and soon, a new day was upon them. If it weren't for the traumatic experiences of the night before, those who had not been to outer space would've been awed at seeing the sunrise from orbit.

By the time the sun rose, all of the Moon Penguins who had been unconscious had been woken up, their wounds tended to and healed. Once they had healed, the Conductor along with the main crew of the ship had gone to wait for DJ Grooves to wake up in the privacy of Hat Kid's room.

"Oh my stars, what is going on?" DJ Grooves said as he awakened from his forced slumber. When the first thing he saw was the opaque eye lenses, he backed away in fear. "No, stay back! I won't hurt the little Hat darling or you ever again, just please don't do it!"

Spidey put his hands up defensively as he calmed, "Whoa whoa, take it easy Grooves, Mr. Big and monstrous is in the other room. He's not attached to me anymore."

DJ Grooves exhaled as he calmed down. "I'm sorry for reacting like that just now darling, but those eyes... I just can't unsee the sharp eye lenses when you were... that."

Spidey nodded. "Yeah, wouldn't be the first time Venom's had that effect." He sighed, "Look, what you almost did would have been unacceptable, but so would what I almost did. Neither of us had total control over ourselves, so as long as you don't try to flatten us with more disco balls, I think a truce is in order."

Spidey then extended his hand sincerely. DJ Grooves took a moment to process the action before extending his flipper as well. "I-I accept your truce darling. What I did back there was nothing short of monstrous. The fact you're even so understanding is unbelievable."

The web head smirked under the mask. That was one less hostility avoided. And if he was lying, he could always sic Venom on him for a scare. Not that he wanted to talk to the black symbiote at the moment.

"Alright, but you have 2 more things in order before that truce is accepted on my side," he said seriously. Picking up Hat Kid under her arms, much to the chagrin of the young girl, he placed her on the bed.

"First, you apologize for trying to turn this little lady into street pizza. She's been through a lot, and your little rampage didn't help her any."

DJ Grooves blinked away tears as he said, "My little hat darling, I want you to know I will NEVER raise a flipper against you again of my own free will. What happened under the studio was inexcusable, but I want you to know that I will do everything to make it up to you if you give me the chance."

Hat Kid was about to pout and turn away, but she saw the look of desperation in the penguin artist's eyes. There was no conniving glare hiding beneath it. No malice or vengeance, only regret. Luna had already been double crossed by the DJ, but she knew the behavior of the Time Pieces and how they can tempt even the best intentioned individuals. Plus, who knew how long he was under the Time Piece's influence? Something within her conscience told her to give it one more shot.

"Okay, one more chance" she agreed, lighting up the performer's eyes as she came in to give him a light hug.

"Thank you darling! You won't regret it!" the DJ praised as he returned the hug. "I should've known what that mustached hoodlum was telling me lies about you and your friends," he scolded at himself.

Spider-Man's lenses blinked. "Wait, slow down. Mustached hoodlum?"

DJ Grooves felt all eyes on him as he explained, "Yes, she was the one who told me what the Time Pieces' true nature was."

"Uh oh," Hat Kid muttered. This was trouble. _"If Mustache Girl __told him how to use the time pieces, then she must know how to use them too."_

Cooking Cat raised her brow as she asked, "I take it there's some history there, sugar?"

Spidey decided to step in and help with the inevitable explanation as he got comfy and hung himself upside down from his webline. Together, Hat Kid and him took turns recalling the events that had led them to their not-so simple relationship with Mustache Girl and the Time Pieces. From the Mafia Town debacles to the Time Rift that had nearly torn the Studio apart under both director's noses when they had first arrived, to their soul-searching escapades with Snatcher. They left out anything that had to do with Luna's past though, keeping it a secret among the two (three with Venom) of them.

"Oh my," DJ Grooves gasped as realized the wicked streak the little hooded girl had. If he had known what he had known now, he never would have believed even a word to come out her mouth.

"It's a good thing I told that red nuisance to get lost when I did. Look where that got this Peck Neck!" snapped the Conductor as he remembered what he had done in his lapse in judgement. Seeing the look on the little hat lass...

Ignoring the usual insult form the old bird, DJ Grooves looked to his long time rival. "Speaking on that note, Conductor darling, why exactly are you here? None of your owls were injured after all."

The Conductor went stiff as he rattled his mind to look for a valid excuse. "You think I'd be so eager to dip me tail feathers into filling out the legal work of having someone die in MY studio? Ohohoho, no sir." Seeing the suspicious looks of everyone in the room, he sighed as he admitted, "Fine, I was making sure you pulled through after what the lad and his pet alien did. We may be rivals, but me top isn't so off its rocker that I'd wish on you, you no good son of a finch."

DJ Grooves was astounded he had gotten something so sincere out of the Conductor. Deciding not to mock the owl with his rare show of camaraderie, the performer smiled and nodded, "Well I thank you for caring, you dirty Peck Neck."

Hat Kid held her hands to her mouth at hearing the penguin curse for the first time, and Spidey and CC gave each other glances, hoping they hadn't missed any brain damage in the healing. The yellow avian looked like he had something to say back, but after a moment, he decided to let it slide just this once. Instead, he nodded in respect and left the room.

Spider-Man scratched his head. "Sooooo, Grooves. What's the plan now? You want me and the kid to take you and the Conductor back down to the studio?'

DJ Grooves nodded. "Yes darling, if it isn't any trouble to you." He then turned to Hat Kid and said, "No offense hat darling, you have a lovely ship and all. But if I can go the rest of my days without seeing a Time Piece again, it will be too soon."

Hattie giggled at his humor, glad to see the penguin was acting like when she first met him. "That's okay Mr. Grooves, I'm feeling sleepy anyway, and I don't like to share my pillows," she adorably pouted. CC, Spidey, and Grooves had a good laugh at that.

Emerging from the young alien's bedroom, all of the Moon Penguins were overjoyed to see their boss back on his feet as they all rushed over to greet him.

"DJ Grooves! You're alright! We're sorry we couldn't help you against the black monster," one penguin sulked.

The disco bird patted the penguin's fedora as he said, "It's alright darlings, I have no one to blame but myself. Me and Spider-Man had a real heart to heart. We're cool again." Glancing to the web head, he saw the man give a thumbs up to indicate acceptance.

"Now! Why don't we all let the little hat darling take us back to the studio and go home?" he offered. None of the penguins argued as they all started piling into the machine room, eagerly awaiting to go home and sleep. After a short trip to the studio and back, a drowsy Luna and Peter returned to the ship for some well needed rest.

* * *

Peter put a gloved hand to his mouth to stifle a yawn as he got up from his sleep. It was funny, normally the clock indicating that he'd slept 24 hours would have made him lose his mind thinking over all the plans he had cancelled. Today, and for the last several days, he just shrugged it off and went to go brush his teeth as per usual.

As he removed his glove to grab some water to gargle, his nose wrinkled as he caught a whiff of his thread's odor. Pulling a piece of his costume closer to his nose, he sniffed it before recoiling in disgust.

"Woo! that is some serious stench," he whistled. He knew there was a laundry room somewhere, he just had to find it.

Walking out of the bedroom, he called out to his Hat Kid who was already up. "Oh captain my captain? Where was the laundry room again?" Seeing an absence of purple bundles of energy, Spider-Man became confused as he looked around the ship for her.

"Kid? Where are you?" he called as he finished checking the ship. As he walked back into the main hall, he noticed there was a door that he never saw powered on. Figuring it was the only place in the ship that she could be, he walked through the doorway and into the hall. On the other side, he found himself in a room filled with busted plumbing. Leaky pipes lay overhead, some even broken. Past a normally inaccessible pathway, he could hear the sounds of heavy machinery meaning electrical fires galore.

"I hope they had insurance on her planet. At least I found the washers," he said to himself before parkouring his way through the plumbing that only Mario would dare fix.

Reaching the top of the unreachable pathway, Spidey perched himself at the edge as he scanned the room. At the other end, he saw the little alien tampering with one of her teleportation telescopes alongside the second extraterrestrial aboard the ship.

_**"Try moving it to the right,"**_ Venom suggested as he formed an inky hand to help adjust the angle. Hat Kid thanked him as she shifted the scope towards the angle of the transmission.

"Thought you'd catch old Spidey sleeping at the wheel, huh?" Spidey said as he jumped across the gap beside them.

"You're awake! I was going to wake you up, but you looked too comfy in the pillows," Hattie greeted.

"Heh, Aunt May said the same thing when I was 9 and missed getting her wheatcakes," he humored before turning to the second alien. "Banking on grabbing another host while I was sleeping, Venom? Not in this multiverse you aren't," he addressed.

Venom's face fell into a frown. _**"We were helping her adjust the angle of her telescope. While you were dozing like an oaf, the young one here found a few Time Piece signature resonating from the planet. We have been up since 3 hours ago assisting her until we came across this mountainous region."**_

Hat Kid offered the telescope to Spidey who looked through the lenses. Though it was shrouded in clouds, he could make out a mountain peak on the planet's surface.

"Alright, and judging by how many we have at this point, I'd say this should finish off to a grand total of 50?" he inquired, earning a nod of confirmation from Hat Kid. "Great, then let's go," he said as he fired up the teleported for him and Hat Kid.

_**"Are you not forgetting someone?" **_Venom stated rhetorically.

"Nope, no way. You already proved you can't be trusted to control yourself around me twice now. You're lucky i don't send you out the airlock right now."

The symbiote grew changed its shape from its liquidy form to one that mirrored Spider-Man in the black suit. _**"Listen to me Parker, you don't have to like me. I spent the last decade hating you, but I've moved on from that to help this young girl find SOME closure for a pain I have carried for ages. Our goals align, so for once get your stubbornness out of the way and allow me to help you."**_

Spider-Man was about to retort, but Hat Kid gave him a light shove on the thigh to get his attention. "Please, just let him come. He helped me." Then she started putting on her uppy dog eyes, and he couldn't take it anymore.

"Ahhhh, fineee. Let's go oil stain," he relented, allowing the symbiote to come with them. "But put so much as a saliva drop out of line from your nasty tongue and I'll follow through with sending you out the airlock this time."

Venom rolled his lenses. _**"Yes, yes we already know your petty threats. Can we be off yet?"**_

Spidey decided to drop it for now as Hat Kid put in the location, allowing them to disappear in another flash of light.

* * *

On the side of an ordinary mountain, three thumps were heard as the Time Keepers arrived at their destination. The sight that greeted them was what they expected from a mountaintop: Snow capped peaks lining the horizon, ghosts of infrastructure from a people long passed, a dirt and cobblestone path that had nearly eroded by the elements. For Spider-Man, this was just another accidental trip to Jotunheim with Thor

"The air pressure up here is ridiculously low according to my mask UI. How are you still breathing fine up here?" Spider-Man asked as he thanked himself for packing a mini rebreather behind his web cape that circulated back up to his mask.

"I'm not human, remember? My oxygen levels are a lot higher than yours," the perky Hat Kid replied, sucking in a mouthful of air to emphasize her point.

_**"I am self explanatory,"**_ Venom added.

"Right, aliens," he thumbed off. Seeing the thunder clouds closing in on their peak, the arachnid started trekking up the pathway. "We better get moving, high heights and thunderstorms don't make for nice hikes,"

The three visitors to the peak traveled up the path built in the mountain as the storm winds started kicking in. Their strength was not enough to blow them away, but they were wary nonetheless. Soon, they found themselves confronted with a wooden bridge and a gate.

"Looks like something made for an Indiana Jones movie," Spider-Man commented, cautiously poking a foot onto the structure to ensure its integrity. Surprisingly, the structure held, which was all Hat Kid needed to see before sprint hatting her way across the planks.

Now facing the wooden gate, Hat Kid tried to see if there was any pulley system or button that would open the gate. Spying a bell on the side of the bridge, the young explorer aimed her hookshot at the bell before swinging from it, causing both Peter and Venom's lenses to widen like saucers.

"Weeee!" she cheered as she swung around ringing the bell off the side of the bridge, causing the gate to open.

"Careful kid!" warned the web head, feeling his blood pressure sky rocket from fear until she landed on solid mountain again on the other side of the gate.

"This way!" she called as she started running forwards towards a stone staircase, hoping to get away from the tense awkwardness between Spidey and Venom.

The two web slingers stayed silent as they went forward to catch up with the energetic explorer, who had gained quite a lead on them. That lead was lost however once the mountain started rumbling, and she stopped in her tracks to make sure it didn't shake again as both "spiders" caught up.

"Sorry about that, some of the distant cousins wanted to say hello again, so I relocated them. To the nearest peak," Spidey explained, trying to sound tough.

_**"Yes, your high pitched screams were very amusing when your spider sense failed to sense the spider above your head," **_Venom joked.

Spider-Man frowned. "What do you know? The alien voodoo goop finally learned sarcasm." Venom glowered at the arachnid for the jab.

"Ahem, hello! We have a gap to cross!" came Hattie's impatient reply. Getting their bickering to cease, Hat Kid fired out a hookshot as she swung across the anchors as the red and blue hero did the same. Venom decided wall crawling the rest of the way would suffice.

Just before reaching the top, Spidey and Hattie spotted some statues nearby made of stone. As the clouds started to part, the statues revealed several goat shaped figures standing guard, as if the land were sacred.

"Reminds me of that one Spongebob episode with the giant stautes," Spider-Man mumbled to himself. He had to wonder though just what purpose those statues served. Nobody was here to worship them after all. Deciding to solve it another time, the two Time Keepers traversed the rest of the way to the top of the peak, where Venom was waiting.

"There's nothing up here!" groaned Hat Kid in disappointment. Save for a few stone graves remembering those who died trying to reach here, there was no path to be seen. All that for nothing. Had her Time Piece locater been wrong? She checked the device on her wrist as Spider-Man walked to the center of the circle shaped peak.

"No, there has to be something here. Look at all this architecture. It has to mean something." The web head used his augmented Spider-Sense to look for anything that may be out of place, and sure enough, his eyes popped back open again as he stated, "Those wooden pegs. They're attached to some kind of machine. Maybe if we twist or push them, they'll reveal something that we need ."

Obliging her friend's advice, Hat Kid ran up to one of the pegs and smacked it with her umbrella, spinning instead of breaking as she gave it more whacks. The peg abruptly stopped spinning, and the mountain began to shake, indicating that something had happened. A stone pillar also started spinning wildly as lightning struck nearby.

"Alright, looks like it worked. 2 more to go." Venom and Spider-Man took up the remaining pegs as they gave them a mighty spin until they were firmly in the ground. Once they were in, the pillar spun again, and a lightning flash blinded them temporarily as it struck the pillar. Once they opened their eyes again, they found a zipline with streamers of sorts heading far off into the distance.

"Well that's not totally going to get us fried by lightning," Spider-Man sarcastically commented. Ignoring his witticisms though, the young girl walked up to the streamers and inspected it curiously. Suddenly, she whipped out her umbrella and hookshot herself onto the line.

"Follow me!" she called excitedly as she took off like a jet down the line, making Spider-Man's heart stop.

"Luna!" he cried as she started disappearing into the clouds.

**_"Follow her,"_** Venom commanded, to which he received an indignant look.

"And how are we going to do that? Rope burn and heights isn't exactly how I want to go out," Spidey snarked.

_**"For someone who is revered as a scientific prodigy, you are so very stupid sometimes," **_the symbiote bit back as he created a symbiote web line to hold with both hands. Grabbing it by both ends, the dark Spider-Man lookalike looped it around the streamer line, and he too was pulled along into the cloudy horizon, his roars of shock and surprise echoing in the sky.

"Why didn't I think of that?" Spider-Man said aloud to quite literally himself as he made his own web line. "8th grade zipline course training, don't fail me now." And with that statement, he slung his web line over the streamer line and grabbed the other end as he was pulled forward at incredible speeds.

"OH MY GOD!" he screamed as he braced to enter into the thunder clouds, waiting to be zapped right off the zipline. He didn't dare let his stick-em powers yield their grip on his web line as he closed his eyes and braced for the inevitable lightning strike, or so he thought.

As he realized he hadn't been made into medium well spider-steak, he dared to open his eyes again, and was amazed by what he saw. Gone were the angry black thunder clouds of just moments before, instead replaced by puffy white clouds that seemed to hold the very structures they encompassed up. Under the mask, Peter stared in awe as he passed the two goat statues that stood guard over any who would ride the turbo-zipline, as well as the ringing golden bells that passed between them. He hoped Venom had gotten a good headache out of that one.

Beyond the zipline, a flourishing village with multi-colored buildings and roofs was rapidly approaching. One that clearly showed signs of life and civilization as well as a connection with nature. The web head could only guess this was what people saw when they envisioned Nirvana, or Shangri La, or anything along those lines. He, funny enough, not only felt good physically and mentally just being within this space, but also spiritually. If Dr. Strange ever took vacations, Spidey bet he would've owned a nice little meditation shack at the top of the village's peak.

The web slinger did a graceful backflip as the streamers ended, landing lightlly on his feet next to Venom and Hat Kid who were waiting for him.

"Did you see the view on the way? It looked so pretty!" gushed the young girl.

Peter couldn't help but grin at her enthusiasm. "Yeah, definitely some postcard worthy shots on the way up." The webhead couldn't help but feel the urge to simply shoot a webline at the mountain and just swing with the light alpine wind. It was definitely tempting, but they had a mission to take care of. "Alright, let's go see if the people who live here noticed anything strange."

Climbing on top of a leaf covered tree in front of them, they hopped to the mountain steppe beside them to begin their search.

"Hey!" a higher pitched voice shouted at the group of Time Keepers. The 3 of them turned their heads to see a short hooded villager standing beside them. Hat Kid greeted the villager right back.

"Hi!" she replied.

"Have you noticed those bright flashing lights in the sky?" the villager asked and pointed. Hat Kid followed their finger to an enormous cage in the distance and nodded. "They started appearing recently after some weird hourglasses fell from the sky. Wonder what it could be?"

The hatted child's eyes widened at that. Feigning ignorance, she widened her eyes and said,"Hmm, I'm not sure. Do you know any way to reach them to find out?"

The villager nodded, "Yes. There should be a horn up and to the right. You'll find out from the other villagers what to do from there. Just take this springboard behind me."

Hattie gave the villager a polite smile. "Okay, thank you! We'll be sure to go look into the lights!"

"In any case, I really wish they weren't so bright. They're blinding!" concluded the alpine native as he waved farewell.

Returning to Spidey and Venom, Hat Kid gave her info to the two arachnid themed beings. "Well, there's our quarry," Spidey said. "Let's get moving."

The web slinger than jumped onto the springboard and leapt high into the sky, giving a small "Woooo!" as he front flipped onto the next ledge. There, he saw a familiar face. Or rather, faces.

"Hello my arachnid based friend," the Badge Seller greeted.

"Wow, I haven't seen you since we first ran into the Snatcher at Subcon. How's it been? Got any badges for sale after all this time gone?"

The Badge Seller chuckled, "Ah, straight to business then. Very well. However, where is your young hatted friend?"

As soon as the sentence left his mouth, Hat Kid came flipping in from the springboard, eyes flaring in recognition. "Mr. Badge Seller!"

The merchant smiled as he responded, "Hello young one, it is good to see you again. And who would this be?"

The strange man's eyes flickered over to Venom who had reached the ledge by simply wall crawling. _**"We are known as Venom,"**_ the symbiote simply answered.

"Ah, yes. The other visitor from across the multiverses." Venom's eye twitched, uncomfortable with how much this stranger knew about how hwe mysteriously got here. "I am the Badge Seller, and I have assisted these two since the beginning of their journey."

Before Venom could give another statement, Hat Kid tugged on the Badge Seller's shirt. "Mr. Badge Seller, I've been saving up my pons since the last time we saw you. Do you have any new ones?"

The vendor nodded as he reached into his pack. "Yes, I have changed my wears since the last time we met, although I held onto one badge I knew you would have been keeping your eye on." Pulling out three badges, Hattie saw that there was 2 new ones; the hover badge and the mumble badge. She turned her nose up to the mumble badge for its obscene price and its useless feature. The hover badge seemed cool though, and especially useful considering they were on a mountain. But it didn't hold a candle to the badge the vendor had kept for her.

"This one!" she gestured, pointing to the scooter badge she hadn't been able to afford during her last encounter with the strange man.

"Excellent choice. 500 pons please," the merchant said. After coughing up the 500, Hattie saw she still had a few hundred pons left over.

"Can I take the hover badge too?" she requested.

The man grinned, "But of course," as he took 150 pons extra and gave her the hover badge. Ecstatic at the purchase, Hat Kid took off her projectile badge and attached the scooter badge to her sprint hat.

Just like in Subcon, the little girl thought hard enough about the scooter, and it magically appeared under her!

"Yayyyy!" she cheered, overjoyed at having her precious scooter back. She couldn't wait to find a flat and straight surface to race across with her new hotrod.

Spidey glanced over, amused at how easily she was amazed. Although a magical scooter in your back pocket wasn't exactly something that you could pick up at the corner store.

"How about me Glitchy? Anymore merchandise left for me?"

The merchant nodded as he pulled out one red and black badge that was already familiar to the superhero. There was a second one as well that the superhero wasn't acquainted with that had a spider hanging in the center of an intricate looking web.

"You are already familiar with the Hunter Badge, but this is the Web Master Badge. There is an iteration of yourself on Earth-96283 whose webs were created organically. This badge allows your body to create the same organ structure that produces his webs."

"Organic webbing? You don't say..." he contemplated. While it was creepy that this badge created an entire new organ in his wrist, the potential benefits organic webbing could serve for him would work wonders. No more late night runs to the chemistry store trying to convince that his web fluid ingredients weren't for drugs. His pockets would definitely thank him too, and he could stop mooching off of Hat Kid's resources.

"How much is it for the Web Master Badge?

The Badge Seller for the first time became disheartened with a bargain as he said, "Sadly, I am afraid it may be too much for you to afford. 1000 pons."

"WHAT?!" Spider-Man incredulously exclaimed. He'd been penny pinching since their last exchange in Subcon Forest, and he'd only managed to scrape together 500 pons in that time frame. "Sorry chief, that's gonna be a pass from me then."

The Badge Seller nodded. "Very well. It would seem that you have under utilized the badges you had purchased previously anyway. I sense the Hive Badge has been collecting much dust," he teased.

"Man, how do you know these things?" questioned the web slinger.

"I have my ways, Mr. Parker."

_**"Do you have anything for us?"**_ Venom intervened, hoping to purchase some enhancements for his own.

The merchant again frowned as he apologized, "I am sorry, but your recent appearance has not given me suitable time to find and craft suitable badges for you."

Venom grunted in understanding as he turned to try and calm Hat Kid down before she went barreling off the mountain.

Spidey waved as he went to follow him, "Hey, thanks for the business again. Really wish I could've gotten my hands on those organic webs. Maybe next time." With that, he shot a web at a hookshot that Hattie and Venom had swung on as the vendor smiled knowingly.

"Oh if only you what time has in store for you Mr. Parker." He then opened a portal behind him and vanished.

Landing on the side of one of the village huts, Spider-Man, Hat Kid, and Venom flipped off the roof. Landing gracefully, the trio saw another one of the hooded villagers standing in a corner. Hat Kid ran up to the man.

"Excuse me? Do you know how to get to the bright flashing lights?" she asked.

"Yes!" the villager replied as he gestured up with his finger. 'Blow those horns to open up some new routes."

"Okay, thank you!" she said before getting ready to head off."

"Oh! And one more thing. Stay out of the goats' way. I don't know much about the goats up here, but we try to give them a wide berth. If you get in their way, they tend to be a bit pushy."

"Ah, so they're more loner types? I can respect that. Thanks for the info though," Spidey said as he ran with Hat Kid up to a springboard. The web head bounced on the board and landed beside the little girl as she walked up to the horn they were directed to. Venom landed shortly after.

_**"Why don't you blow these horns yourselves? They clearly impede your ability to move effectively around these villages,"**_ inquired Venom to the lone villager standing by the horn.

"Well you see, up this high, the air is really thin, so it's hard to take deep enough breaths." The villager then glanced over at the energetic hatted adventurer. "It doesn't seem to bother you though.

"Nope! Watch this," Hattie replied before sucking in a big gulp of air. Putting her lips to the ancient horn, she blew hard into the instrument, enough to lift her feet off the ground. Spider-Man had to cover his ears, and Venom had to retreat a good distance lest the sound waves begin hurting him. As she concluded her blowing into the horn, the web head and the symbiote spotted numerous ziplines starting to open up. They also sensed that other ziplines to other faraway peaks were expanding as well.

"So this is how they travel everywhere," Spidey observed, noting that his augmented Spider-sense said there were 4 peaks for them to now begin searching at.

"Alright, let's split off and cover more ground. Venom, take your slimy butt over to that red zipline and get the Time Piece over there. Hattie, you and I can try our luck over at these blue ziplines.

_**"Fine," **_Venom grunted as he swung off towards the red zipline. Meanwhile, Spidey and Hat Kid leapt across the platform over to the blue zipines. Attaching their connections, the trio was whisked away to their respective destinations.

* * *

**_"Of course Parker would choose to send us to the peak made of molten lava,"_** complained Venom as he realized which peak he was heading towards.

The symbiote knew just what was in store as soon as his zipline passed through the molten cave in the middle. Venom could already feel his skin boiling as he passed through the cave, already sensing he was going to have a bad time.

Back flipping off of the zipline's end, the extraterrestrial arachnid took note of his surroundings. Lava, lava, and more lava. **_"Add more of those blasted horns and we would die here and now."_**

Venom walked forward to the wooden scaffolding before him before his artificial Spider-Sense stopped him in his tracks. The symbiote managed to spin a web line back at the platform in order to avoid another giant spider from descending from seemingly nowhere.

_**"It would seem both Spider and Man love to pester us on our travels," **_he grumpily growled. He was still rather upset with the red and blue hero for being so stubborn in his hatred for him. As if those murderously protective feelings were only his own emotions. He hoped the little hatted child talked some sense into the dense man.

Venom spun a web line at the giant spider and threw it off its perch and out of sight. Leaping to the next wooden platform, he noticed another one of the residents of this Alpine Skyline.

"This heat is great! It's even hotter to the right," the little humanoid informed.

The symbiote already knew that the Parker Luck had rubbed off on him, and he bet his last ivory tooth that the right was the path to the TIme Piece.

_**"You don't** **say..."**_ he grumbled as he spun a web line to the right. More giant spiders stood in his path, but they may as well have been pinatas considering how quickly Venom dispatched of them. Jumping on their backs and sending them sprawling off the skyline, the symbiote managed to make his way over to the ledge of one of the peaks.

"This way to the Lava Cake!" directed another villager. Venom gave her a small nod of acknowledgement before spinning a web line and taking off down another zipline.

When the symbiote dismounted again, he found himself in a small residential village from the looks of it. A modest set of abodes were scattered on the mountain tops which he could only assume the villagers lived in. Rickety wooden paths were as close to roads as the landscape allowed, and even they gave way to a tightrope that acted as the only conventional way up to the larger houses. He had to admit, in his interstellar travels and eventual arrival on earth, he had never seen a town so at one with the natural features of the planet. It was a serene feeling, something foreign to the usually rage and envy filled alien.

_**"Perhaps those hippies were onto something,"**_ Venom said, remembering the time he was in San Francisco with Flash.

Rather than go through the set of rock pillars and wooden walkways that indicated a linear path, the black suited arachnid grabbed onto the side of one of the mountains and climbed, taking him straight to the two large houses above him. The path ahead held another zipline, which Venom figured lead the right way towards the time piece. The symbiote spun another of its endless supply of web lines and slung it over the line, sending him speeding towards the Lava Cake.

Another dismount later, and the symbiote found itself pulling his natural mouth out to pant as the sweltering heat started to truly effect him. The long tongue and sharp ivories, rather than look frightening, looked rather derpy on the normally menacing symbiote's features as he tried to negate the heat.

_**"This is nearly as bad as the time we were caught in a star's gravitational field," **_he said to himself. He shook his head as he retracted his natural mouth, deciding to suck it up and get it over with, mentally noting to give Spider-Man a dose of ethyll chloride in his next breakfast if Hat Kid can't make him see reason.

The symbiote stepped into the steaming waterfall pond that surrounded the initial launching point towards the lava cake. He waited for a gray pillar to raise before jumping on top of the structure, allowing him to reach the next ledge where the waterfall originated. There, he jumped on another pillar before using his super jump to reach the top of the little peak where one of the strange cannons he had seen Peter use in his memories sat.

The inky alien climbed in before the cannon auto corrected its angle, shooting Venom out of it and into the heart of the Lava Cake. Immediately as he landed, the symbiote felt something was wrong. The heat was scalding, and he could feel it starting to effect not just his comfort, but also his powers.

_**"Seems we will have to approach this more carefully,"**_ Venom surmised as he could only make so much webbing while the heat afflicted him. The symbiote jumped from his hunk of rock he had landed on and onto another of the many gray pillars before hopping onto another rock. Most of the first layer of the Lava Cake consisted of Venom jumping from rock to pillar, with the occasional flamethrower mixed in to keep him on his toes. The first floor ended as he found himself before another cannon. Hopping in, he proceeded to the next level.

Venom thanked the radioactive spider for the gift of counterfeit Spider-Sense as he nearly found himself swimming in the molten reaches of the Lava Cake, only barely managing to throw out a web line to catch the hookshot waiting at the arc of his cannon shot. He swung over to the next chunk of rock, where he noticed a strange colored object sitting behind a set of fences and sinking pillars. As soon as the pillars went up, the symbiote jumped onto the top as he quickly turned toward the object in question.

The object was spherical and and pulsing green, something the inky alien was unfamiliar with. Then, he recalled the way the little one made her magical hats. These balls of yarn were of special value in that it both granted Hat Kid new abilities, as well as restored Spider-Man's old ones. He partly wanted to leave it behind the spite the incomplete hero, but he also figured the hatted child could use it wisely.

Acting quickly before the pillars gave out from under him, he used a tendril from his back to snake its way over to the yarn and grab it. His aim with his web lines was not great considering the heat was impairing his senses by a certain degree. As soon as he had acquired the yarn, he quickly jumped to the next rock ledge, just in time as the pillars sunk back into the lava.

_**"That was cut far too close," **_Venom sweat dropped, before picking up the yarn ball in his hand and examining it. It didn't have any unique texture besides the usual feeling of yarn, but something about it made Venom feel slow. Time seemed to slow for the symbiote, and when he willed it, it seemed to speed back up to normal times.

_**"Interesting..."**_ he noted before testing out the yarn's capabilities on the sinking pillars. The black alien made swift work of the pillars as he cleared them easily before they fell back into the lava. Web swinging on another hookshot, he flipped and landed on the inside of the cannon to the next level.

The third level was mostly the same, though he lacked the ability to use the ice platforms that he saw when he first entered the layer. The symbiote also nearly had his arm melted off by the scorched fish skeletons jumping out of the lava. He spent a moment shrieking at the undead animal before proceeding through the third level and onto the cannon.

On the fourth level, there seemed to be floating platforms sitting above the lava. Venom knew that once he landed on them, they would begin falling, so he used the time stop yarn to momentarily slow down their descent, allowing him enough time to reach a sinking pillar, and eventually solid land. The next rock ledge also pitted Venom against flaming crows, which he dispatched easily before swinging on to the final cannon he sensed.

Popping up into the sky, the inky alien could see the Time Piece floating neatly behind a set of metal gates. Venom knew that in order to get to it, he had to take the long way around, as he didn't trust his wall crawling to stick to the metal. Plus, metal was a heat conductor, which would surely fry him before dipping him into the molten fire below.

Carefully jumping onto a sinking pillar, he had to time his next jumps and sprints right, as the pillars were much more erratic in their patter than the ones below him. The black arachnid bolted as soon as the first pillar went back up, but he was a tad bit too fast. Some of the excess lava splashed up and scalded his skin, causing him to hiss in pain.

_**"Hhhssssss,"**_ the alien hissed as he tried to regain his bearings. The platform below him however began to shake, alerting him to the bright orange color of the pillar. Venom shrieked in horror as he tried to move to the next pillar, but his feet lost traction as the pillar sunk back into the lava.

The black colored web trembled like a leaf as its maker tried to calm his makeshift nerves.

_**"We are never returning to this place,"**_ huffed Venom as he walked along his web line, careful not to get light headed and fall off the edge.

Once the symbiote made it to the last rock ledge, he didn't even bother jumping on the sinking platforms as he web zipped up onto the rock ledge where the Time Piece sat. Thanking Knull for not dying in this treacherous place, he held the Time Piece up proudly as he let his natural mouth out once again to pant for a minute.

_**"This heat doesn't feel as disorienting now that the Time Piece has been acquired,"**_ he noted. He wasn't seeing double or feeling light headed, so he felt safe enough to be less conservative on his webbing now that he had the Time Piece. Using the metal fence as an anchor, Venom attached two web lines to each side of him as he pulled backwards. With a mighty tug, he leapt off his feet and let the kinetic energy carry him off the top of the Lava Cake. Once he was away from the blistering heat, he manifested symbiotic web wings that carried him all the way back to Ember Summit as he gradually made his way back to the main village summit.

Unaware of the strange purple spores that had sensed his disturbance.

* * *

As Venom was journeying to the top of the Lava Cake, the original time saving duo was working on finding a way to the windmill they had seen in the distance. They had already cleared the first outpost they had come to, and one horn blowing and back track later, they were now zipping down the right path towards the old structure.

The agile arachnid and adventurer both back flipped on their dismount, now finding themselves at _a _windmill, but not the one they were hoping to reach.

"Looks like some nasty flora's been growing here," noted Spider-Man, seeing some strange purple flowers beginning to bud below the windmill.

"Yeah, they sure are ugly for flowers, agreed Hat Kid before she shot her hookshot onto the windmill. Spider-Man shot a web line at the next blade that came around, allowing the natural momentum of the machine to carry them uwards.

They landed on the next ledge, and were greeted by a new face. A rather large and shaggy one at that.

"Whoa! It looks just like the statues!" Hat Kid pointed out as she glimpsed at the large body of the goat. _"These must have been the goats the villager was talking about,"_ she thought.

"Tell me about it. Right down to the sweater," Spider-Man said in a more hushed voice, hoping that the large mammal wouldn't hear them talking about it.

Hat Kid stared at it for a moment. "I'm gonna go poke it!" she concluded before running up to the goat as it turned around.

"Kid, I can name a million adobe flash games that can tell you that's a terrible idea!" Spidey called, warning her not to get on the goat's bad side. To the surprise of no one, the goat did not appreciate the little girl poking his fur. He turned around, and gave a gentle push to move her. Or at least, gentle in his perspective. Luna was sent flying backwards as the offhand slap tossed her right back into Spider-Man.

"Kid! Did you get hurt?!" panicked the wall crawler. He heard an audible crack when the goat slapped her, and he hoped that t hadn't injured her. He really didn't want to try his luck against a goat the size of the Rhino. He already had enough enemies across the human-animal kingdom.

"No, I'm okay. He's mean though," pouted the little girl. The slap had caught her off guard was all, the only thing injured was her pride.

Peter had to have a laugh at her little pout. "And THAT is why we don't antagonize the wildlife."

He picked the little girl back up on her feet as they climbed up what they assumed was the goat's house, and from the roof, they saw another zipline leading to another peak. Hattie pulled out her ice beanie as she lined herself up with the frosty launch pad and pounded. As her icy figure flew through the air, Spider-Man shot a web line at her and was brought along for the ride. Both of them landed at the peak they needed. After a helpful pointer from the villager showing them another horn, they promptly latched onto the zipline and took it over to the next peak.

When they landed, another villager was there, but was tending to what seemed to be some type of scratch wound.

"Agh, at least it's not that deep," he said to himself. Noticing the two travellers, the hooded figure gave his warning. "Take care you two, I went up ahead and I got scratched!"

The two of them acknowledged and thanked the villager for the heads up as they jumped on a tightrope. When they arrived at the peak next to them, they found what seemed to be an abandoned village. Along the walls, strange paw marks were engraved into the stone, almost like grafitti.

"It's too quiet," Spidey said suspiciously. He felt like he was in one of New York's many sketchy alleyways, waiting for something that he couldn't see.

"Well, we better get going, that horn isn't going to honk itself," Hat Kid said excessively loud, flashing a wink at Spidey who caught onto her ploy.

Walking through the village, they were about to take one of the wooden pathways when seemingly out of nowhere, an orange cat materialized! The hidden feline snatched Hat Kid's beanie right off her head with a mischievous giggle, surprising the little girl.

"Hey!" she yelped, taken aback at the sudden hit and run. As quickly as the cat appeared though, it was gone. Hat Kid put her umbrella in front of her to guard against any more sneak attacks, though she knew she didn't need it.

True to what her instincts told her, the cat with her hat reappeared behind her, hoping to catch her victims unaware. But there seemed to be a problem.

Where was the taller one?

"Cool beanie, where'd you get it?," teased Spider-Man's voice behind her. The feline turned around and saw nothing, before the red and blue man materialized much like her and shot out a web glob to the face, blinding her and making her screech in surprise.

"You're good, but you're no Miles Morales," commented the arachnid as he cocooned the thief and took the ice beanie back, handing it to his partner against crime.

"Smooth," Hattie complimented. It was nice to see the thief getting beaten in her own game, and Spidey had finally found another practical use for the stealth feature in the Unlimited suit.

"As spider silk," he finished.

As they were heading up the wooden pathway, they knew there were more cat thieves waiting ahead, so they took a slow stroll up to the next peak. This gave Hat Kid the chance to talk about something she''d been meaning to talk about since two nights ago.

"Peter, can I ask you a question?" she asked.

"Sure, shoot kid," he responded.

Being direct with her question, she asked, "Why do you act so mean to Venom?"

That stopped Peter in his tracks, not because it was a surprise, he knew this was coming, but it was a rather touchy topic to him. One he'd rather not discuss while dodging pickpockets.

"It's complicated kid," he stated.

"Try me."

He heaved a sigh as he decided to go ahead. "Alright, me and Venom have clearly had history. And by history, I mean him trashing my rep and threatening my loved ones," he half growled. "I was bonded to him a long time ago when he first came to Earth, and I didn't know he was alive back then and twisting my personality. When I did, I did everything I could to separate myself from the bonding process he'd initiated. One church bell later, I was free, but he ended up bonding with a new host, Eddie Brock."

Spidey shivered, "Those two had it out for me for the longest time. Venom was one of my deadliest enemies since he could do what I could, but better. Lately, his old host Eddie Brock, the guy you saw when Venom first attacked us, had been going through some reform, and me and him dropped the grudges. We're acquaintances now, albeit kind of shaky. But the actual Venom symbiote, I've always considered a loose cannon."

He looked Hattie square in the eyes for the next part. "That thing feeds off of rage and negativity, kid. It has done nothing for me to trust that it's gone to the good side. Even when we bonded back in Subcon, I kept it at arm's length as far as the old brain bucket goes on the personal stuff, and when it flipped out at Dead Bird Studios, I knew that it hadn't changed a bit. It's still the same rage filled monster it was since the day I bonded with it."

Rather than a sympathizing or fearful look, Hat Kid faced Spider-Man rather suspiciously as she continued walking. "Are you sure about that?"

Spidey blinked his lenses, surprised at the question. "Huh?"

Hat Kid facepalmed. "Peter, in the Studio, you can't really believe that Venom was the only one who had some... unpleasant plans for DJ Grooves, can you? Behind you," she added nonchalantly.

Not following, Spidey scratched his head with one hand as he casually threw a fist behind him, catching the orange cat off guard as it flopped over unconscious.

"I know that Venom wasn't the only one who snapped during that fight. He said he felt your no kill boundary break in your head, so he figured he'd let loose his big and scary form because both of you wanted to end DJ Grooves," she clarified.

I-I, I'd never!" Spidey weakly tried to defend. "It's just, Venom is a lunatic. Ever since I met him he's always been a rage filled monster-"

"Because you made him that way!" interrupted Hattie. "I know it must have been weird having someone else living with you in your body, but you didn't need to leave him for dead on a church bell. He even saved your life that night while his was dying!"

Spider-Man had no retort. When did Luna get so... _adult? _He hadn't seen her this serious since they talked about their origins. "It's still not an excuse to do the things he did," he tried to say.

"Spidey, he just arrived on the planet after being exiled by his species who thought he was too nice and didn't want to dominate your mind. That was his entire _culture._ Don't you think if he knew Earth morals sooner you two would have a better time together? Behind you." she stated.

"Fear the Lazy Paw Gang!" the thief cried as it slashed through Spider-Man's back, getting confused when instead of drawing blood, her hand phased through. "Huh?"

The accelerated decoy dissolved as the real Spider-Man haphazardly delivered a Venom Blast into the cat's neck, causing its hairs to stand up on end before it collapsed.

"Well..." he contemplated, as if he hadn't just knocked another robber out cold.

Hat Kid pressed the issue. "What if instead of Venom, I was the alien you met at that point. You wouldn't leave me to die at a church bell, would you? Even if I didn't know how to act morally?"

"No way! You're from another planet! How would you even know how to act- oh," Spidey blinked, hearing his hypocrisy out of his own mouth.

Hat Kid gave a smug look. "You get our point now?"

Peter sighed. "Alright, alright, I'll try to take it easy on Venom from now on. Only because you insist though."

Hattie threw her hands into the air. "Yay!" she cheered, glad to finaly get through his dense head.

"Now can you please blow the horn? We've been sitting on this pillar for 5 minutes now," joked the web head.

The little girl complied, gulping in air before releasing a big bellow into the horn and sprouting a new zipline for them. They quickly hurried back to where they came from, though Hattie gave a raspberry at the cat who had stolen her hat on the way back.

* * *

Two zipline trips later, the two adventurers arrived at the enormous Windmill. The structure was massive, easily the size of a small scale Manhattan skyscraper. Its giant blades whirled in the intense Alpine Winds, allowing for the duo to catch a glimpse of a bright flashing light at the very top.

"Wow, I need to get out into the countryside more often," whistled Spider-Man. Hat kid nodded before pulling out her hookshot.

"Come on, let's get climbing!" she called as she swung from the hookshot anchors towards the old building. Spider-Man followed her lead, swinging with more loft as he relished the chance to swing above the clouds and experience an almost weightless feeling.

When the Time Keepers arrived at the base of the windmill, the door laid open to them, to which they promptly stepped inside.

"Whoaa," they admired, watching all of the gears and pulley systems and other machinery all working together in harmony. It was a sight to behold indeed.

"I'd love to take some snobby engineering majors here and see them try to figure this one out," noted Peter as he stared at the great machine.

"Well, better get climbing," Hat Kid said, noting the height more than the machinery though she did see some unique climbing points.

"You know kid, I could just wall crawl us to the top if you want," Spidey added, though he knew the response he was going to get.

"No way!" she refuted. "Do you see how much fun we could have? It's like a big jungle gym!"

Peter chuckled at that. "Why did I expect those exact words?" he asked rhetorically. Secretly, he hoped she'd say that. Even in New York, there was never an opportunity as good as this to put Peter Parkour into action. Though he hoped he didn't have to parkout his way up the entire building.

Hattie giggled before they ran up to a stack of crates and onto a cart of gold. They took the cart over to the next side before jumping onto the large gear mechanism standing in the middle of the room. The next obstacle, a hanging metal wall, would have been a problem, had Hattie not been able to double jump, and if Spidey couldn't do his wall crawling nickname justice.

The rotating box outside was no issue for the two platforming masters as they proceeded to the spinning gold cart gear and hopped over to an outstretched wooden scaffolding.

As the two of them were leaping across wooden platforms, Spider-Sense was triggered, but thanks to a certain badge, this trigger was less alarming.

"Hold on. I got an idea," Spidey told her as they stopped. Walking towards the obvious trap, he hoped that this badge wasn't just for show, and that the arachnids on this planet weren't into gossip.

"Come on out Mr. Spider, I know you're up there," he called, and moments later, one of the giant spiders they had seen thus far descended from the ceiling.

_"How are you able to address me, human?" _the spider hissed at the red and blue hero. Peter pointed at his chest as he said, "Uh, I'm sure the giant red spider on my torso is a big enough clue. But in case you're still confused..." He then fired out a web line, surprising the multiversal arachnid.

_"I seeee, so you are like us,"_ it pieced together.

"Yup, and we'd like to ask you a favor. You think you can give us a big boost up this tower?" he inquired.

The spider's 8 eyes narrowed._ "And why would I want to help you with that? Is there not more machinery for you to clamber up?"_

"There is, but think of it as a shortcut. I'll pay you in this beef jerky if it helps," Peter added before tossing the jerky at the giant arachnid. It gobbled it up without any difficulty.

_"Thaaaank you. You will not believe how difficult it is to find prey who are skilled enough to climb up to this point."_ the giant arthropod said. _"Very well. I will help you up part of the way, as well as inform my brethren not to harm you."_

Spidey smiled under his mask. "Thanks chief!" he said as the spider started working on a web contraption. _"Man, Pym and Scott never mentioned how personal cool talking to bugs was" _he thought.

Hat Kid raised an eyebrow. "Isn't this cheating?" she asked.

"This? Nah, only if you make it seem like it," Peter reassured. "Just think of it as a secret shortcut. And I don't think you'd turn down the chance to ride another web bungee," he convinced.

"Nope!" came her simple reply as she jumped into the now finished web bungee with Spidey. The helpful spider pulled back with a web line before cutting it, allowing the two of them to soar high above where they once were. They spotted many more gold carts they would have had to ride, as well as more glimpses at all the gears operating the windmill.

Their ascension ended as they landed on an old wooden platform, and Hat Kid could see the helpful spider fiddling with some cobwebs, as if it were communicating with something.

"Cool," she noted before she and Peter went to another gold cart, this time with buttons in the center. Jumping on one, she and Spidey found that each button moved the adjacent cart forward and under a metal wall. While it would have been tough if Hat Kid were alone, she managed to breeze through it as she and the web head just jumped on the buttons back and forth.

"That was easy," Peter had remarked.

One rotating pulley system and near fall later, the two found themselves jumping on a springboard up to the next level of the windmill. The next room was more open than the levels below it, but to the left was another pulley wall run situation with more rotating carts.

Rather than nearly falling off again, Hattie and Spidey agreed to just wall crawl over to the end of the carts for this part only, bringing them to a hookshot and a spinning box. They swung straight onto the swinging box, and Spidey clung to the surface as he held Hat Kid, waiting for the box to go right side up. They leapt back in as the box righted itself before jumping to another cart. After dismounting the cart, they found themselves outside again.

A balloon floated between the windmill and a peak, which Hat Kid used as extra leverage to get across. Spidey simply shot a web to the side of the peak, waiting for Hat Kid at the top.

"Wishing you took me up on the wall crawling now, aren't you?" Spider-Man teased as he noticed Hat Kid getting slightly tired.

"No way!" she puffed, but her little pants betrayed her. Chuckling, he shot a web line at one of the mountain houses, allowing him to get him and Hat Kid to find the next hole in the windmill.

They jumped onto a golden cart that was waiting for them, and up above, they could see a giant spider refraining from dropping in on them as they passed under.

"Thanks!" called Spidey to the arachnid, which gave a nod of acknowledgment to its strange kinsman.

The duo traversed through a series of gears with platforms and gold carts before finally finding themselves at the axle of the windmill.

"All these gears just to power this giant spinning dowel. Wow," Spidey commented, marvelling at all the mechanical ingenuity it had taken to power this single axle. "Well, only one place left to go now," he told his comrade.

"Yup, up the windmill!" Hat Kid said, before jumping onto a wooden platform attached to one of the great spinning blades of the Windmill. Spidey chose to adhere to the side rather than ride the blade platform, but he found himself sticking around a bit longer before pulling out his phone and snapping a picture of the view.

"That's the new lock screen," he said to himself before crawling back inside to join the hatted child.

As he entered, he received a nudge on the arm. "There's the Time Piece!" Hat Kid rejoiced. Above it, they could see where the artifact had crashed into the structure as there was a glaring hole in the ceiling.

"Let's hope the spiders don't bill us for vandalism," he joked. "Come on! Let's get going back to the village. I'm sure you wouldn't want to ditch your new best friend Venom, right?" he teased.

Hat Kid gave a raspberry at the man but complied as she jumped on his back before he free fell back to the base of the windmill and back to the village. They too didn't take notice of the sinister presence that was taking note of both theirs and Venom's actions.

* * *

**Fun Fact: Earth-96283 is the Sam Raimi Spider-Man's official Earth designation by Marvel.**

**Also: All Spider People are weak to Ethyll Chloride pesticide. Think Spider Kryptonite.**

**I felt the need to call out Spider-Man's bullsh!t concerning Venom in the comics in this story. Venom can be and is currently good, but the trend in recent writers seem to like making Spider-Man distrust and try to kill him. Kind of goes against most of Spider-Man's character IMO even if Venom is just the exception. If he refuses to kill Norman Osborn, then the Venom symbiote should get the morality pass too.**

**Finally, I have nothing against engineers. Just needed to add a quip in.**


End file.
